XMen: Animorph
by MegaBob452
Summary: The Game of Earth is Reset.  Only Tobias receives the morphing ability, and Cerebro mistakes him for a mutant.  Can the Yeerks seize a Class 5 race before it evolves into Class 4? NOTE: Up for adoption/remake.
1. Prologue

Prologue

In the fabric of time and space its two inhabitants played their eternal game. The Ellimist had just won another round against Crayak. The game of Earth was finished in The Ellimist's favor.

"**You cheated!"**

"_Prove it."_

"**You stacked the deck. Brought together all of your pieces together at the start of the game, and used an anomaly to secure your chosen timeline. You even directly interfered with the playing field, shaping events and the pieces in your favor."**

"_Well that hardly matters now."_

"**I suppose. But what if we had a rematch?"**

"_Why would I agree to that if I've already won this game?"_

"**In exchange for this game I'll let you take two other ones."**

"_Very well, but there is little point in this. As you said the anomaly secures the current timeline. A rematch won't do you any good."_

"**Then we will have to change that. In this game the anomaly will be corrected, allowing the game to be played differently. And then we will have to shuffle the deck, scattering the pieces across the board."**

"_Two changes in your favor. Then allow me two changes."_

"**Of course."**

"_First, new pieces will be brought into the game, to make things more interesting. Second, the humans will evolve faster, throughout their history."_

"**The terms are acceptable. Let the game begin."**

A/N: I hope you like this framing device for an Animorphs/X-Men: Evolution crossover. **  
**


	2. A New Beginning

_A/N: I am using [[xxx]] for thought-speech and telepathy_.

_Obligatory Disclaimer: I do not own Animorphs or X-Men: Evolution._

Chapter 1: A New Beginning

Tobias Fangor was just another high school freshman. He was often bullied by the jocks that saw him as easy prey. Almost everyone picked on him, the shy loner from out of town. It wasn't his fault his aunt had shipped him off to his uncle, again.

The only good thing here was a girl that didn't pick on him. Cassie, an African-American girl in the same class, was kind to Tobias. She was his only real friend. After a boring day at school they found Cassie's friend Rachel and went to the mall together. While shopping wasn't Tobias's hobby it was an excuse to not go back to his uncle's house.

After hours of shopping and a quick meal at the food court, Cassie and Rachel took a cab home. Tobias couldn't afford the fare so he walked. It was getting late and so he took a shortcut through the old abandoned construction site. It was rumored to be haunted and very few people ever went there. For Tobias this made it the safest way back to his uncle's house.

Tobias was halfway through the site when he spotted a blue light in the night sky. It came down and hovered in the air near Tobias. The light landed and faded away, revealing a spaceship the size of a school bus. Tobias walked up to the ship and a door opened. An alien that appeared to be a blue centaur with extra eyes and a scorpion's tail walked out of the ship, and stumbled to the ground.

"Are you alright?" Tobias asked the alien.

[[No, I am dying]] the alien spoke directly into Tobias's mind.

"I can get help" Tobias said.

[[Stop, there is no time. Before I die you must know the truth. Your world is being invaded.]]

"I think that would have been on the news."

[[You don't understand. These invaders, the Yeerks, infiltrate the worlds they target. They are a parasitic race, seizing control over the bodies of races they take. A human that taken by a Yeerk is called a Controller, for the host has no control at all.]]

"What do these Yeerks look like?" Tobais asked. Suddenly a picture appeared in his mind, a slug-like creature entering a human through the ear and wrapping around the brain.

[[By the time your people realize what is happening, it will be too late. My people tried to fight them in orbit but were caught off guard. The ships on both sides were destroyed but it is only a matter of time before the Yeerks send more. And I fear they will get here before my kind's ships arrive. You must warn your people while they are still able to fight.]]

"No one is going to believe one teenager."

[[Go inside my ship. There is a small blue cube in there. Bring it to me.]]

Tobias didn't want to leave the alien's side, but did what he was told. The interior of the ship had been severely damaged. Consoles were broken, cables hanging from the ceiling, dim lighting. On the floor was the blue cube and Tobias picked it up. Tobias quickly brought to the alien outside.

[[Thank you]] the alien said as he took the cube. He held the cube in his palm. [[This device will give you the ability to absorb DNA from living animals, including sentient beings. Simply focus while touching and you will acquire its DNA. After that you can morph into the animal at will. However there is a time limit. At roughly two Earth hours the morph will become permanent. Do you accept this ability?]]

"What do you expect me to do with it?"

[[This ability will let you infiltrate Yeerk facilities undetected, allowing you to slow them down. It isn't much but it is better than nothing. Do you accept this ability?]]

"Yes."

[[Then place your hand on the side of the cube.]]

As Tobias placed his hand on the cube it glowed a brighter blue and Tobias's body went numb for a few seconds. "That felt weird."

[[You must go now, before the Yeerks trace my ship here.]]

"Alright" Tobias said before running from the ship. The ship was still within sight when Tobias heard helicopters flying overhead. Looking up he saw over a dozen of them, all with the same logo branded on the sides.

**S.H.I.E.L.D.**

Tobias hid inside a half-built room, watching as one helicopter landed next to the ship. A man with graying brown hair and an eye-patch exited the helicopter and walked up to the alien.

[[You're not who I was expecting.]]

"So you're a telepath."

[[No I am not. I can only send my thoughts out for others to hear, nothing more.]]

"In that case I think introductions are in order. I am Colonel Nick Fury, Director of S.H.I.E.L.D."

[[Elfangor-Sirinial-Shamtul, War-Prince and Commander of the Dome Ship GalaxyTree.]]

"Okay Elfangor, why are you on Earth?"

[[My ship came here to stop an invasion by another race. The Yeerks are a parasitic species and they want to seize yours. Your population is massive and would turn the tide of our war in their favor.]]

Suddenly Elfangor collapsed, his injuries finally taking his consciousness. Turning to his men Fury said "I want that ship reverse-engineered as quickly as possible. Bring the alien to the Helicarrier and study it."

Within ten minutes S.H.I.E.L.D. agents had loaded the ship onto a modified semi-truck and taken it away. Elfangor's body had been loaded onto a helicopter which flew away. None of the agents noticed the teenage boy still hiding in the construction site. When they were all gone Tobias ran home.

The next morning Tobias woke up, still shocked from the previous night he faked sick and skipped school. After his uncle left for work Tobias paced around the house, thinking about what happened. _Was that real or just a nightmare?_ he thought. Seeing his uncle's cat walking around Tobias thought _one way to find out._

Tobias grabbed the cat and focused on it. The cat went limp in Tobias's hands. Tobias put the cat down and seconds later it recovered and ran off. Focusing again Tobias felt himself shrink a few inches before stopping. Looking at his hand Tobias saw fur on it and his nails had become claws. He pulled on the fur and felt pain. _This is definitely real_ he thought. Focusing again Tobias shrank more, sprouted a tail, and turned into the cat.

As a cat Tobias walked out of his clothes, which had fallen off him. _This is really strange, and kind of awesome_ he thought. He walked around the house, amazed at just how different it looked from so close to the floor. Then he saw the real cat running towards him and it pounced on Tobias. Suddenly Tobias lost control over himself, feeling the cat's natural instinct taking over.

The cat and Tobias clawed at each other for five minutes, fighting for dominance. Tobias finally regained control and let the real cat win just to stop the fighting. As the cat walked away Tobias thought _I've got to watch out for what the animal wants to do._

Tired of being a cat Tobias focused on being human. He felt himself grow larger and the fur disappeared, within a minute he was himself again. Naked, but normal. Tobias quickly put his clothes back on and walked outside. He wandered around town looking for an interesting animal to become.

After an hour of wandering Tobias found a bird lying on the sidewalk. Its wing was broken and bleeding, but the bird was still alive. Tobias walked up to the bird and saw the reddish-brown feathers identifying it as a Red-Tailed Hawk. Touching the bird Tobias focused on it and the hawk went limp. Tobias walked to the nearest secluded area focused on the hawk.

He quickly shrank and feathers grew all over him. In under a minute he had fully morphed into the hawk. Letting the hawk's instincts take over he took to the air. Once he was flying high enough Tobias guided the hawk, letting him choose where to fly. It was exhilarating and Tobias never felt more alive.

After an hour of flying aimlessly Tobias flew to the high school. Landing on a lamppost Tobias watched the students eat lunch outside. With the sharp hawk eyes he quickly found Cassie eating with Rachel. _I wonder if she will realize I'm here_ he thought. Tobias flew behind a secluded dumpster and demorphed. Quickly he morphed into a cat and walked over to the table Cassie was sitting at.

At the table Tobias heard Rachel teasing Cassie over her crush on Rachel's cousin. Tobias interrupted Rachel by scratching her ankle with his claws and then leapt into Cassie's lap.

"Where did you come from?" Cassie asked.

"That cat just scratched me" Rachel said.

"He must be a stray" Cassie wondered aloud.

"Well take it to your clinic, or drop it off at The Gardens where your mother works" Rachel said.

"The Gardens doesn't take stray cats" Cassie said. "Now if this little guy were a lion, tiger, or bear they would take him."

_Oh my_ Tobias thought. _Those would be awesome to turn into._

The school bell rang forcing Cassie and Rachel to leave him behind. Tobias ran back to the secluded dumpster and demorphed. He became a hawk again and flew back to where his clothes were left behind. After demorphing he put his clothes back on and walked home. He had enough fun for one day.

The next day Tobias went back to school. In between classes he asked Cassie if he could help out at The Gardens. She agreed and took him there after school. Cassie got Tobias closer to the animals than usually allowed, and Tobias discreetly touched several of them. By the end of the day Tobias had acquired DNA from a cheetah, a rhinoceros, a gorilla, a horse, and a grizzly bear.

"It's about time we went home" Cassie said.

"I suppose" Tobias said. "But there's something I want to show you."

Tobias and Cassie walked into a private room. Tobias closed the shades and locked the door.

"Well what is it?" Cassie asked.

"Watch" Tobias said. He focused and morphed into a cat. Cassie was speechless while Tobias walked up to her. [[I'm surprised you're not screaming.]]

"Did you just talk in my head?" Cassie asked.

[[I did? Well that's incredibly convenient.]]

"You were that cat from yesterday, the one that scratched Rachel."

[[Well she was teasing you and I thought I'd play karma.]]

"Nice. So how do change?"

[[I was petting my cat one day and started turning into it. Later I found out I could do it whenever I wanted to.]]

"Can you become any other animals?"

[[Well now I think I can become those animals you let me nearby. By the way thanks.]]

"No problem. Are you going to change back now?"

[[Well my clothes don't change with me so could you let me have some privacy?]]

"Right, I'll be outside." Cassie unlocked the door and left the room, allowing Tobias to demorph and get dressed. After that he walked out the room.

"Can we keep this a secret between us?" Tobias asked.

"Might as well, no one would believe me if I told them" Cassie replied.

"Thanks, I should be getting home now" Tobias said.

The next day was a Saturday and Tobias slept in that morning. While eating breakfast Tobias heard someone knocking at the door. His uncle was watching his Sci-Fi shows and didn't like being interrupted.

"Get that boy."

"Alright" Tobias said. He opened the front door and saw two men there. One had black hair and stubble on his face. He was muscular and looked ready to attack at the drop of a hat. The other man was bald and in a wheelchair. "Captain Picard?"

The muscular man chuckled. "I'll have to remember that one."

"Tobias Fangor I presume?" the bald man said.

"Yes" Tobias said.

"I am Charles Xavier. I run a private school for gifted youngsters. I'd like to offer you a place there."

_A/N: I hope you enjoyed this chapter. The changes to Animorphs Cannon will be explained in later chapters. Review and tell what you think._


	3. Mistaken for Mutant

Chapter 2: Mistaken for Mutant

It was Friday evening at the Xavier Institute. The school for gifted youngsters was located on a seaside cliff outside Bayville, New York. Professor Charles Xavier was fine tuning his mutant detector Cerebro when Logan walked in.

"Find any new mutants?" Logan asked.

"Plenty" Xavier said. "Most of them are keeping a low profile, but it won't be long before one of them draws attention."

"We'll just have to work harder to keep them under wraps" Logan said.

"Indeed." Then Cerebro picked up a mutant using his ability. Xavier put on the helmet to use Cerebro to locate the mutant. The signal was coming from the near the California coastline. "There you are."

"Something special about this mutant?" Logan asked.

Xavier ignored Logan, focusing on finding the new mutant. It was somewhere in a small city near the sea, but the signal disappeared before he could identify it. "How do you keep doing that?" he wondered aloud.

"What's wrong?" Logan asked.

"Yesterday Cerebro started detecting this mutant" Xavier explained. "However each time I try to identify the mutant the signal disappears before I can finish."

"Is that why you've been tinkering with Cerebro?" Logan wondered.

"Yes. If this mutant can hide from Cerebro then Magneto will be interested in him." Xavier was about to take off the helmet when the signal reappeared. Focusing again Xavier narrowed down the mutant's location. It was coming from inside a Zoo in the city. "Got you now" Xavier muttered as he finally identified the mutant.

"So who is it?" Logan asked.

"Tobias Fangor, age 15, and he's a shapeshifter. Logan, which students do we have available for a recruitment mission?"

"Shades and Red are out of town for the weekend, so we only have Half-Pint and the Elf."

"They could use the experience" Xavier said. Then using his telepathy Xavier contacted his students. [[Kitty, Kurt, we're going to recruit a new student tomorrow. Get a good night's sleep because we are leaving in the morning.]] Even after ending the telepathic link Xavier could sense them complaining.

In the morning Xavier, Logan, Kitty, and Kurt boarded the Blackbird and flew west. They arrived in California at nine in the morning local time. They landed the Blackbird in an abandoned construction site and took the X-Van into the city. Ten minutes later they arrived at the house Tobias Fangor currently lived in.

After parking the X-Van Logan helped Xavier out. Kitty and Kurt stayed with the van as Logan and Xavier went to the front door. Logan knocked on the door and a minute later it opened. A young teenager with blond hair stood in the doorway, looking at Logan and Xavier.

"Captain Picard?" he said.

Logan chuckled and said "I'll have to remember that one."

Xavier ignored Logan's comment and said "Tobias Fangor I presume?"

"Yes" he said.

"I am Charles Xavier. I run a private school for gifted youngsters. I'd like to offer you a place there."

"May I ask why?" Tobias asked.

"I have a method of locating people with special abilities due to mutations" Xavier explained. "My school's purpose is to teach mutants how to control their abilities and use them for the benefit of mankind."

"Are you a mutant?" Tobias asked.

"Indeed, I am a telepath" Xavier said. Tobias's eyes widened and Xavier felt him almost panic. "No I have not read your mind without permission. If I did that I would be setting a poor example for my students."

"You think I am a mutant?" Tobias asked.

"I would not be here if you weren't" Xavier said.

"There's just one problem" Tobias said. "I'm not a mutant."

"It is nothing to be ashamed of" Xavier said. "We are what we are."

"That's not it" Tobias said. "How do I explain it properly? Screw it just read my mind."

"Very well" Xavier said. He entered Tobias's mind and saw him bring up memories from three nights ago. He saw the alien ship and its occupant, and then the blue cube which the alien said would give him a morphing ability. There the memories ended and Xavier exited Tobias's mind. "I must admit I wasn't expecting that."

"Do you still want me at your school?" Tobias asked.

"Yes I do" Xavier said. "But we will have to talk with your uncle first."

"He doesn't know about my ability" Tobias asked. "I would prefer it we don't tell him."

"Given the circumstances, that may be wise" Xavier said. Tobias led Xavier and Logan inside to the living room where his uncle was watching TV.

"Who are these people boy?" he asked.

"Mr. Anderson, I run a special school for gifted youngsters like your nephew" Xavier said.

"Your actually good for something boy?"

"If you actually paid attention you might have noticed" Tobias said.

"Anyway, Mr. Anderson I would like to offer your nephew a place at my school" Xavier said.

"Is this going to cost me anything?"

"No, you will not have to pay for it" Xavier said.

"Fine, take the boy. I never wanted him and my sister won't keep him."

"Very well, Tobias, do you want to come to my school?" Xavier asked.

"Sure" Tobias said. "It can't be worse than here."

"Then it's settled" Xavier said. "Logan, bring Tobias outside and introduce him to the others while Mr. Anderson and I fill out the required paperwork.

Once outside Tobias couldn't resist asking "what's your power Mr. Logan."

Logan held up his hand and with a 'Snikt' sound three metal blades came out of his hand. "These plus a healing factor that lets me survive pretty much anything." The blades retracted into his hand and Tobias saw three cuts quickly heal. Looking towards the X-Van Logan said "The girl is Kitty Pryde and the boy is Kurt Wagner."

Tobias walked up to them, standing next to the X-Van. "Hi, I'm Tobias."

"Guten Tag, are you going to come to the institute?" Kurt said.

"I guess so" Tobias said.

"Wonderful, so like, what's your power?" Kitty asked.

"Well, I turn into animals" Tobias said.

"Can we see?" Kurt asked.

Tobias concentrated and sprouted feathers and shrank. His hair disappeared and a beak formed while his eyes changed color. After finishing morphing into a hawk Tobias got out of his dropped clothes and flew to the top the X-Van. [[Also I can speak into your heads when I'm an animal.]]

"That is really cool" Kitty said. Then she walked through the side of the X-Van and then stuck her head through the roof. "I can move through solid objects."

[[There are so many ways to abuse that.]]

"I heard that" Kitty said.

[[Uh oh, better watch what I say, uh, think.]]

"That would be a good idea" Kurt said. Then he disappeared in a puff of smoke and reappeared on top of the X-Van in another puff of smoke. "By the way I can teleport."

[[Sweet, at least this institute won't be dull.]]

"You have no idea" Kurt said.

[[Where is the institute anyway?]]

"It's in New York State, just outside Bayville. It's got a great view of the ocean."

[[In that case I better start packing.]]

Tobias flew to an open window in the house. In his room Tobias demorphed and got dressed. It only took him ten minutes to pack what little possessions he had, having plenty of experience being sent away every few months. _I better let Cassie know I'm leaving_ he thought. He looked up Cassie's number in the phonebook and called her.

"_Hello."_

"Cassie? It's Tobias."

"_What's up?"_

"There are some people here that know about what I showed you yesterday."

"_How did they find out?"_

"I'm not sure and that doesn't really matter. They want me to go to their school for people with… gifts."

"_Are you going to go there?"_

"It sounds a lot better than living with my uncle, but it's on the east coast."

"_So you're moving away."_

"Yes. But before I go I just wanted to thank you. You're the first friend I've really had, and I'll miss you."

"_Just be sure to call and write."_

"I will. Talk to you later."

Tobias hung up the phone and grabbed his bags. He walked outside the house and found Logan helping Xavier into the X-Van. When he finished Logan turned towards Tobias. "Ready to go?"

"Yes" Tobias said. "I'm ready."


	4. The Institute

Chapter 3: The Institute

Tobias placed his bags in the back of the X-Van and took a seat inside. With all five people inside Logan drove away from the house. _With any luck I'll never have to come back here _Tobias thought. While Logan drove Tobias made idle conversation with Kitty and Kurt until he noticed where they were going.

"We're not going into the abandoned construction site are we?" he asked.

"We parked our ride home there" Logan said.

"That place is rumored to be haunted" Tobias said. "No one knows why it was abandoned years ago."

[[This was where the alien landed, wasn't it?]] Xavier asked telepathically.

_Yea and some government people showed up and took him away_ Tobias thought back.

"Well there certainly weren't any ghosts when we landed" Kitty said.

"Landed?" Tobias asked. Then the X-Van pulled into the construction site and Tobias saw the Blackbird. "Never mind" he said.

The X-Van drove up a ramp leading into the Blackbird's cargo hold and parked inside it. Everyone got out and walked to the cockpit of the Blackbird and buckled into new seats. Logan started the engine and the Blackbird rose into the air. Tobias looked out the window, staring at the place that changed his life.

The memories of that night kept going through Tobias's mind. Especially the alien's warning about the invasion. _Those government people know about it, they'll deal with it_ he thought. Once the Blackbird flew away from the construction site Tobias relaxed and chatted with Kurt and Kitty during the flight.

The flight to the institute was shorter than the earlier trip thanks to the prevailing winds. However due to time-zone differences they arrived at the institute at two in the afternoon. The Blackbird landed in the hangar beneath the institute and everyone exited it.

Kurt and Kitty gave Tobias a tour of the institute. They showed him the entrance room, the kitchen, the living room, and the land outside. In a small garden Tobias saw an African-American woman with white hair watering the plants. With a closer look Tobias saw she was making it rain only above the plants.

"Hello" Tobias said to her.

"You must be the new student" she said. "I'm Ororo Munroe, but most people call me Storm."

"Do I want to know why?" Tobias asked.

"My mutant ability lets me control the weather" Storm explained.

"Wow, that makes my power sound… lame" Tobias said.

"Perhaps" Storm said. "But I'm certain you can put yours to good use."

"Tobias, we still got to show you your room" Kitty interrupted.

"I'm coming" he said.

Back inside the institute Kitty brought Tobias to one of the bedrooms upstairs. The room was huge, at least it was compared to what Tobias was used to. His bags had already been brought here and lay next to the bed. Tobias unpacked everything and then laid down on the bed. _This seems almost too good to be true_ he thought. _A nice home, people that _want _to be my friends, no more uncle or aunt tossing me back and forth._

Tobias's thoughts were interrupted when Kurt knocked on the door. "The professor and Logan want to see you downstairs" Kurt said.

"Alright" Tobias said.

Ten minutes later Tobias was inside a large metal room, which everyone called the Danger Room. He had been given a skintight black suit to wear, with yellow gloves and boots. The suit had shoulder pads with a black and red 'X' logo on them. "Why am I wearing this?" Tobias asked.

Over an intercom, Xavier said _"That material is elastic and should stretch to fit any form you morph into. Try it with an animal larger than you are now."_

"Okay, going gorilla" Tobias said. He concentrated and felt his muscles grow larger and his skeleton changing shape. Within a minute he finished morphing and found that his outfit had not torn from his increased size. [[It works.]]

"_Let's see what you can do in that form" _Logan said. He activated the Danger Room's lowest setting, prompting a few turrets to emerge from the floor near Tobias. _"Dodge!"_

The turrets fired low yield lasers at Tobias. [[You have got to be kidding me.]] Tobias jumped around, narrowly avoiding the shots. He rolled towards one of the turrets and used a gorilla's strength to bend the barrel up, rendering it useless. The other turrets were too close to each other for Tobias to reach without getting hit, so he ran behind a low wall.

_Gorilla is not going to work on those ones_ Tobias thought. He quickly demorphed and morphed again, this time into a rhinoceros. This ruined the gloves and boots but that didn't matter at the moment. Tobias charged from behind the wall, letting the lasers bounce off his thick skin. He ran into each turret, smashing them with his horn.

With the turrets disabled the Danger Room shut down. _"That was sloppy"_ Logan said. Tobias demorphed and walked out of the Danger Room.

"What the hell was that?" Tobias asked.

"Training" Logan said. "The world isn't a nice place for mutants and you need to be ready for it."

"You could have said something about the FRIKKING LASERS!" Tobias yelled.

"The enemy won't give you a heads up, and neither will I!" Logan yelled back.

"Settle down" Xavier said. "Tobias, part of using your abilities includes maintaining control in stressful situations. The Danger Room provides that experience as well as combat training. I assure you that it has safeguards to prevent injuries."

"Fine, can I go now?" Tobias asked.

"Yes you may" Xavier said.

Tobias walked to the living room of the institute and sat down on a couch. Tired from the Danger Room Tobias watched TV for a while. Then Kurt teleported in, looking for Tobias "How was your first Danger Room session?" he asked.

"Tiring" Tobias said. "But I guess that's the price of living in luxury."

"That and the weirdness of a mansion full of mutants" Kurt said. "Anyway the professor wanted me to show you what I really look like." Before Tobias could ask what he meant Kurt pressed a button on his watch. He became blue and furry, with two fingers on each hand and a blue tail. "This is the real me."

Tobias was startled by the change. _Another one blue and furry_ he thought. "You must have fun at Halloween" Tobias said. "How did you do that anyway?"

"This watch creates a hologram" Kurt explained. "The professor made it himself."

"Ok he has holograms, lasers, and secret jets. Does he have any jetpacks?" Tobias asked.

"I haven't seen any, though I wouldn't be surprised if he did" Kurt said.

Their conversation was interrupted as Kitty phased through the wall into the living room. "Tobias, did you really yell at Logan?" she asked.

"He had it coming" Tobias said.

"Not good" Kurt said. "Tomorrow is not going to be fun."

"All three of us have a Danger Room team session tomorrow" Kitty said. "Speaking of which you're going to need a code name Tobias."

"Seriously?" Tobias said.

"Yea" Kurt said. "Mine's Nightcrawler and Kitty's is Shadowcat."

"I know, we can call you Beast Boy" Kitty suggested.

"The comic book character?" Tobias said. "I can't use that, it's trademarked."

"Well then you come up with a code name" Kitty said.

"Ok, since I morph into animals" Tobias said. "How about Animorph?"

"Works for me" Kurt said. "The Amazing Animorph, the Incredible Nightcrawler, and the Shifty Shadowcat."

"Hey!" Kitty yelled. She grabbed Kurt's arm and phased it into the wall. Kurt teleported and appeared in the entrance room, where he accidently bumped into someone. Tobias heard them and ran into that room. He saw Kurt apologizing to a tall woman with red hair.

"Jean, I thought you would be gone until tomorrow" Kurt said.

"The field trip was cancelled after _someone_ blew a hole in the wall of the museum" Jean said.

"Hey it's not _my_ fault Duncan grabbed my shades, _again_" said a boy with brown hair and red sunglasses.

"Well then Scott, maybe you should switch to red contacts" Jean said. "Maybe then I won't have to erase my boyfriend's memory every month."

"You can erase memories?" Tobias interrupted.

"Yes I can" Jean said. "You must be the new student the professor told us about over the phone. I'm Jean Grey and _he_ is Scott Summers."

"Tobias Fangor, and I just moved in. So what can you two do?"

"My eyes emit concussive beams" Scott said. "But I can't turn them off so I wear these shades that can absorb the beams."

"I'm a telekinetic and a telepath" Jean said. "But I'm not as powerful as the professor. What about you?"

"I morph into animals" Tobias said.

"We even got a code name picked for him" Kurt said. "He's the Animorph."

_A/N: Now that setting up the story is over, we can finally see how the plot is affected by the Animorph X-Man._


	5. A Rogue Problem

Chapter 4: A Rogue Problem

That evening Logan provided a demonstration of how to infiltrate secured buildings. Storm provided a demonstration on how to prevent infiltration of secured buildings. Logan made it all the way to the Danger Room before Xavier ended the demonstration. Cerebro had detected another mutant.

"Where is the mutant professor?" Scott asked.

"Caldecott County, Mississippi" Xavier answered. "Her powers activated on contact with a local boy. She has his memories and is confused about who she is. Given the nature of her powers she is a danger to herself and everyone around her."

"So are we going to help her now?" Tobias asked.

"Yes, I want everyone suited up and in the Blackbird in ten minutes" Xavier ordered.

"Including the rookie?" Logan said. "He just got here. He's not ready for a mission Chuck."

"Would you rather leave Tobias here unsupervised?" Xavier said.

"Fine, maybe he'll learn something" Logan grumbled.

As ordered everyone immediately got on the Blackbird and flew south. Within the hour they had reached Mississippi and landed at the closest airport to where the rogue was last seen. From there they took the X-Van into the town. Before looking for the rogue mutant they stopped at a hospital and Jean went inside it.

"What are we doing here?" Tobias asked.

"The rogue has the injured boy's brainwave patterns" Xavier explained. "Jean is in there to provide a scan of the boy's mind to allow me to locate the rogue."

[[I got it professor]] Jean said.

[[Excellent Jean]] Xavier said. He started to scan for the boy's brainwaves and found them at a house in the suburbs. "We're going to split into teams when we get close. Logan, take Kurt, Kitty, and Tobias and follow the rogue. Scott, Jean, and Storm will approach from the opposite direction. I'll coordinate from the van."

When Jean got back to the X-Van they drove off to where Xavier found the rogue. Near the house they dropped off Logan's team while everyone else drove off. Xavier guided them to an alley behind the house that the rogue had run into. Tobias spotted her talking with a blind woman, clearly terrified.

The rogue heard them come near and spotted them. When she saw Logan she screamed and ran away. Before they could catch up she climbed over a fence and kept running. Tobias quickly morphed gorilla and climbed over the fence into someone's backyard. He didn't notice that Kurt had stopped Logan. Tobias followed the rogue through several backyards, and then hid behind a tree in the backyard the rogue stopped in.

[[I just want to talk.]]

"Another voice in my head, when will it stop?"

[[I'm not in your head, I'm just talking to it.]]

"Where are you coming from?"

[[You see the tree by the swing. I'm the gorilla behind it.]] Tobias walked out from behind the tree, letting the rogue see him. [[I don't mean any harm.]]

"What are you?"

[[Watch.]] Tobias slowly demorphed, letting the rogue stare at his changing form. "Please, what is your name?"

"Just Rogue, who are you?"

"I'm Tobias, and I just want to help."

"How? Something weird is happening to me and there are people chasing me" Rogue said.

"Who is chasing you?" Tobias asked.

"ME!" said a familiar voice. Tobias turned towards the sound and saw Logan charging in, claws extended. He slashed his claws at Tobias, barely missing him as he stepped backwards.

"What's gotten into you!" Tobias yelled. He leaped to the side as Logan attacked again. Not seeing where he leaped to Tobias stumbled into Rogue. Her bare hand touched his face and Tobias fell to the ground, unconscious.

Several images flashed through Rogue's mind, too fast for her to understand. She panicked and ran away, unaware that Logan didn't follow. Logan stood over the unconscious Tobias, and turned into a blue woman in white clothes. Mystique looked at Tobias.

"You're a new one" she muttered. _No way to tell what Rogue saw in your mind_ she thought. Then she changed her appearance to match Scott's and walked away.

Rogue kept running until he reached a local cemetery. She stopped running and saw fragments of memories. A light coming down from the sky, a blue cube, a slug-like creature, a warning of an invasion. "Oh my god!" Rogue said. "These X-Men, they must be Controllers."

She heard someone coming near and hid behind a large gravestone, too tired to run anymore. She waited until she saw Jean walk up to her. "Hi" Jean said.

"Do I know you?" Rogue asked. "I'm so confused."

"I know" Jean said. "I can relate to what you're going through."

"Jean? You're Jean Grey. You're one of _them!_" Rogue screamed.

"Wait! If you know who I am then you know I won't hurt you" Jean said. She grabbed a small device from her pocket and held it in front of Rogue. "Look, it's tough to go it solo. No pressure, but if you want to talk you can reach me anytime with this communicator." Then Jean telekinetically handed it over to Rogue.

"Latest fashion accessory?" Rogue said. Then Scott and Storm arrived.

"We all have one" Storm said.

Looking at Storm caused Rogue to panic. She remembered her attacking earlier that night. "No! You won't take me" Rogue yelled and ran away.

"Wait!" Scott said. He tried to follow but tripped in the mud and Rogue escaped.

"I don't get it. We were connecting" Jean complained.

"Then she saw me" Storm said. "For some reason she's afraid of me."

"Well she looked exhausted" Scott said. "She can't have gone far."

Rogue was hiding inside a stone building in the cemetery. Mystique jumped in through a window, currently using Scott's appearance. "Thought you could escape us, did you?" Mystique said. "The X-Men don't leave loose ends."

"Keep away from me!" Rogue yelled. "I won't let you put a slug in my head!"

Mystique paused. _Where did _that_ come from?_ she wondered. Her hesitation was long enough for Rogue to run out of the building and bump into Jean walking outside. Her hand touched Jean's, taking her power and DNA.

Jean fell to the ground, and Rogue started to morph into her. Mystique watched from the shadows as Rogue's hair turned red and her body grew into Jean's shape. Rogue quickly lost control over the combined telekinetic power of the morph and the power she took from Jean. She lifted into the air and the ground beneath her broke apart. The building nearby was destroyed and everyone nearby was thrown back. Debris from the ground and the building revolved around Rogue, preventing anyone from getting near her.

Several blocks away Xavier felt a sudden surge in telepathic power. He could sense that Rogue's mind was in chaos. She was torn between her mind, Tobias's, Jean's, and her new body's instincts. [[Scott, get everyone out of there now!]]

Scott fought against the telekinetic storm around Rogue, heading for Jean. He picked up Jean and carried her away from Rogue. He didn't like running away but didn't have a choice. It was impossible to reach Rogue now. He and Storm left Rogue behind, heading back towards Xavier.

Mystique waited in the cemetery, watching the X-Men leave. She watched Rogue slowly demorph as the power she took from Tobias faded away. With the power drain Rogue lost consciousness and fell to the ground. Mystique picked up Rogue and walked away before the X-Men could realize that the danger had passed.

A few blocks away from the cemetery Scott and Storm reached Xavier and the other X-Men. "What do we do about the rogue?" Scott asked.

"Nothing" Xavier said. "The girl must come to us of her own free will, or not at all. Though I suspect the hand of another at work here."

Logan sniffed the air, picking up a familiar scent. "Mystique" he said. "She can change her body but not her scent."

"Then we have to go after her" Kitty said.

"There's been enough damage done today" Xavier said. "And we must tend to our own."

Tobias slowly recovered, being held up by Kurt and Kitty. "So what'd I miss?" Tobias asked.

**OOOOOOOOOO**

The next day Rogue found herself inside a new school, talking with the principal.

"Welcome to Bayville High" Principal Darkholme said. "I'm sure you'll be very happy here. Happy, and safe."

"Sure, thank you" Rogue said. Then Rogue walked out of the Principal's Office.

After the door closed the paperclips on the desk started to spin in the air. "The girl has great power" a voice said in the shadows. "She will make a fine addition to our side."

The principal turned into Mystique. "Yes, we were lucky to get to her first" she said.

"Indeed. You are certain any residual memories of the true X-Men have faded?"

"Positive" Mystique said. "But one of them is… disturbing."

"Go on."

"She was scared that I would… 'put a slug in her head'" Mystique explained. "It wasn't part of my deception. It must have come from the mind of Xavier's newest X-Man, a shapeshifter."

"I wasn't aware Charles had acquired one. He will need to be investigated."

Meanwhile Rogue was walking through the hallways, suspicious of everyone around her. _Any of them could be a Controller, and I wouldn't know it_ she thought._ I can't trust anyone._

_A/N: I know that memories Rogue takes are supposed to fade along with the powers. But I would think something as traumatic as an Alien Invasion would stick._

_P.S. If anyone reading this happens to be good at art, it would be awesome to see a Rogue-morphing-Jean picture.  
_


	6. The Bird and The Blob

Chapter 5: The Bird and The Blob

A week had passed since Tobias arrived at the institute. Bayville High took the whole week to process his transfer, giving Tobias more time to practice morphing. In one Danger Room session Kitty noticed that a piece of Tobias's uniform had morphed with him. He had been a grizzly bear at the time and Kitty saw brown fur growing through the back of his uniform.

With practice Tobias managed to morph his uniform into his larger forms. With more effort it was possible to morph the uniform into his smaller forms as well. However this only worked with the skintight clothing, his street clothes and shoes wouldn't morph at all. Tobias decided to simply wear his uniform underneath his street clothes, allowing him to morph anywhere without having to worry about being naked when demorphing.

Tobias had also customized his uniform. On the back he added red in the shape of a hawk's tail feathers, reflecting his favorite morph. The front had a blue square with a black 'X' in the center, respecting where his power came from and his new life. He got rid of the 'X' shoulder pads, which were difficult to morph with the rest of his uniform.

On Monday Tobias attended his first day at Bayville High. Just like every other time Tobias went to a new school he knew what was coming. He knew that the bullies would come for the fresh meat. What he didn't expect was that it would be Jean's boyfriend.

Between classes Tobias ended up pinned to the lockers by Duncan Matthews. Tobias had seen more than his fair share of bullies, but this guy was so stereotypical. Arrogant, popular, football jock, pretty face, everything Tobias wasn't. It took all of Tobias's self control to not morph gorilla and bully _him_ for a change.

"Hey! Leave the little guy alone!"

Duncan turned towards the voice, and saw a huge student standing there. His huge frame had plenty of fat on it, hiding the muscle underneath it. He also had a blond Mohawk and looked ready to fight Duncan. This confrontation convinced Duncan to back down. "You got lucky today" he said to Tobias and walked away.

"Thanks for the save. I'm Tobias."

"Fred" he said. "What did that guy want?"

"He's just a bully doing what bullies do" Tobias explained.

"Ok. Hey can you help me figure this out?" Fred said while holding up his class schedule.

Tobias looked at Fred's class list. "Next class is down that hall, last door on the right."

"Thanks" Fred said.

At lunch Tobias sat with Jean and Kitty. Jean talked about how she and Logan had tried to recruit Fred in Texas, but Mystique got to him first. Tobias saw Fred going through the lunch line and invited him over to their table.

"How was class?" Tobias asked.

"Hard" Fred said.

"Tomorrow there's a study group after school" Kitty said. "That can help if you're struggling."

"Uh-huh" Fred mumbled. He was too busy eating to pay attention, making a mess in the process. Kitty found his table manners disgusting.

"If you three don't mind, I'm going to eat with Scott and Kurt" Kitty said. She got up and was about to leave when Fred finally noticed her.

"What! You don't like being around me?" Fred said.

"No offense, but yes" Kitty said.

Insulted Fred threw a piece of food at Kitty, who let it phase through her. Instead it hit Duncan, who threw another piece of food back at Fred. Almost instantly a food fight broke out throwing the lunch room into chaos. Kitty discretely phased into the floor while Jean telekinetically blocked incoming food. The food fight only made Fred angrier and he picked up the table and started swinging it around like a club, scaring away nearly all of the students in the room.

"Fred, calm down!" Tobias yelled. _I'm not going to like this_ he thought as he put his hand on Fred's arm. He concentrated and acquired Fred's DNA, putting him in a trance and stopping him in the process. _No way am I using that _he thought. When everyone but him and Fred were out of the room Tobias let go of Fred.

"You have powers too?" Fred asked.

"Yes" Tobias said. "I get training on how to control them at the institute I live at. If you want I can show it to you. I'm sure the professor would like to meet you."

"I'll think about it" Fred said.

"Ok then, I'll see you later" Tobias said.

After school Tobias started to walk back to the institute. Near the parking lot Fred walked up to him. "Hey Tobias, do you want to catch a movie?" he said.

"Sorry Fred, I have homework to do" Tobias said.

"Homework" Fred said. "That's more important than your friend?"

"As much as I would like to hang out I have responsibilities" Tobias said.

"No! You're my only friend" Fred said. Not thinking Fred backhanded Tobias, tossing him into a parked car and knocking him out. _What did I just do? _he thought. Before anyone nearby could see him Fred picked up Tobias and walked away. He wasn't aware of a stranger watching from a distance.

Over an hour later Tobias woke up inside an abandoned factory. Several bent pipes restrained him to a chair. In front of him was a table with a small TV, a DVD player, and large bag of popcorn on it. _How did I get here?_ he thought. Then Fred walked in through a door carrying a large drink.

"Are you ready to enjoy our movie?" Fred said. "I picked up the latest Star Trek flick."

"Fred, you can't keep hold someone against their will" Tobias said.

"Why not? I'm stronger than everyone" Fred said.

"Being nice usually works better" Tobias explained.

"Oh that reminds me. One last thing to make the movie better" Fred said. He put his drink down and walked out the door.

With Fred gone Tobias morphed into a cat, escaping his restraints and hid in the room. When Fred came back inside with snacks he saw that only Tobias's clothes were in the chair. Fred dropped the snacks and smashed the table in frustration. He didn't notice as a cat ran behind him and out the door. All alone Fred slowly walked out of the factory.

"Fred Dukes" said a stranger nearby.

"Who are you? What do you want?" Fred asked.

The stranger stepped into view, showing that he was wearing a business suit. The man's long brown hair rested at his shoulders while he smiled. "I represent an organization, one that can help you."

"No one wants to help me" Fred said. "My only friend left me."

"I assure you my intentions are sincere" the man said. "I'm offering an invitation to be part of something greater than yourself, a place where all of your problems will disappear."

"Will I have friends there?" Fred asked.

"Of course" the man said. "We are all friends in The Sharing."


	7. A Task for a Flash

_A/N: I couldn't think of anything useful to do with Evan's introductory episode. So I decided to do something completely different here. Enjoy._

Chapter 6: A Task for a Flash

Pietro Maximoff was a skinny teenager with white hair, currently sitting in a jail cell. He had just been caught by the X-Men, including their newest recruit Evan Daniels. They had tricked him into confessing for a crime he tried to blame Evan for in his home town. While he was the fastest teenager alive, this cell was modified to hold him. While he waited the metal bars suddenly vibrated.

"You" Pietro said.

"It is good to see you Pietro" Magneto said. "Even under such distressing circumstances."

"Yea well you can make them a lot less distressing" Pietro said. "Come on, hustle it up, move it."

"Still impatient" Magneto observed. "But you have grown much Pietro, and I have need of your services. If you think you can handle the job."

"Sounds like a challenge" Pietro said. "Okay, whatever you want, let's bail this jail."

"Very well" Magneto said. Then he used his mastery of magnetism to bend the metal bars open. "Come with me."

Magneto led Pietro out of the jail and out of the city. In one of Magneto's hideouts handed Pietro a small folder. "What's this for?"

"That contains the only information available on one of Xavier's students" Magneto said. "You are going to investigate the city he came from. Follow any leads you can find, no matter how small."

Pietro flipped through the papers in the folder at super-speed. "You do realize this is probably a wild goose chase?"

"Perhaps" Magneto said. "Still, if anyone can find anything there, it's you."

"Fine" Pietro said. He put on his Quicksilver costume and blurred away, heading for California.

Pietro arrived in California in the middle of the night. He decided to wait until morning to begin searching the city this 'Tobias Fangor' used to live in. The documents Magneto gave him mentioned a 'Mr. Anderson' that was the guy's uncle. That person's home would be the first place to look for anything.

In the morning Pietro arrived at the old house. The door wasn't even locked and Pietro just walked inside. He searched the house at super-speed, trashing the place in the process. _There's nothing here_ he thought. _Not even a picture of the guy._ Pietro searched again, deliberately making a mess to vent some frustration. _Maybe the school here will have something._

Pietro reached the high school before it opened. He got past locked doors by vibrating them at super-speed, causing the hinges to fail. He searched the principal's office but only found junk about this 'Sharing' club. Pietro put everything back where he found it just in time to see the Principal walk past the office. Somehow he didn't notice or care that the hinges on the door were broken. Curious Pietro followed the Principal to a janitor's closet, where the guy entered and closed the door.

_What's taking him so long in there?_ Pietro thought after ten minutes. Impatient he forced the door open and found the closet empty. _What the… where did he go?_ Pietro searched the closet for anything suspicious but found nothing. _Maybe there's a hidden door in here?_ He thought. Then Pieto put his hands on the back wall and vibrated himself as fast as he should, shaking the back wall.

Suddenly whatever mechanism the hidden door used failed to hold against the stress, opening and revealing a long stairway leading down. Faint screams could be heard coming from the other end. _Jackpot!_ Pietro thought. He ran down the stairs until he reached the bottom. There he saw a massive cavern, shaped like an upside down bowl, and it was filled with monsters.

The first Pietro saw were huge reptilian creatures with long necks and tails, sharp blades sticking out from all over their bodies. Then he saw the massive centipedes with weird eyes and a large mouth at one end. Finally there were lopsided blue monkeys walking around. The weirdest part was that there were humans among the monsters, behaving as if they were normal.

In the center of the cavern was a large pool, with piers leading into the center. Around the pool were rows of cages filled with humans and monsters. Some were crying for help, others had accepted their fate. _What in the world is going on here?_ Pietro thought.

"You there, state your business." A reptilian creature said nearby.

_Crap!_ Pietro thought. "Would you believe that I'm lost?" he said.

"Come with me, now!" the creature said as it pulled out a strange gun.

"Not going to happen" Pietro said. He blurred away the instant the creature fired his weapon. A red beam shot towards where Pietro was moving away from, fast enough to barely graze his arm. Pietro ran until he found a secluded area and looked at the wound. A small piece of skin and flesh the size of a quarter on his arm was simply gone. _What did that thing hit me with, a phaser?_ he thought.

Suddenly an alarm sounded throughout the cavern. _"Alert: Rogue human in the base, X-Gene detected. Apprehend immediately."_

Within seconds humans and monsters pulled out their strange guns and started searching. Pietro's hiding spot was quickly found and he blurred away to escape. He blurred through the cavern, hitting humans and monsters at super-speed to knock them out. He picked up a few of their strange guns and blurred towards the cages. Pietro forced the cages open and released the prisoners.

Using the break out as a distraction Pietro aimed one of the stolen guns at a reptilian monster and fired. The beam hit the creature's shoulder and disintegrated it, sending its arm to the floor. Pietro quickly grabbed the arm and ran away from the creature as several centipedes rushed in to eat the rest of it. With the creature's arm and the strange guns in his possession Pietro blurred towards the exit._ I'm getting the hell out of here while I still can_ he thought.

Pietro easily avoided the monsters that tried to block the exit. They had already started to close the exits but Pietro used one of the strange guns to disintegrate the door. Dodging red beams Pietro made it to the exit and ran up the stairs. The door on the other side was closed and Pietro used the strange gun again to open it. Back in the school he ran past the students beginning their day. Pietro didn't care about secrecy at this point, just saving his own hide.

He didn't stop running until he reached Magneto's hideout. Inside he dropped the strange guns and the reptilian arm on a table for Magneto to see. "Something is very wrong under that city" Pietro said.

"Explain" Magneto said while examining the guns.

"Where do I start? The underground cavern, the monsters in it, the laser guns, the caged humans, pick one" Pietro said.

"Start from the beginning" Magneto said. He listened while Pietro explained what he found. He would not have believed it if Pietro hadn't brought back proof. The implications of an underground complex with strange creatures and advanced technology were massive. He would need to take them into account with his long term plans.

"So what do we do about that place?" Pietro asked.

"For now, nothing" Magneto said. "This will require further study before taking any action. Go to the Brotherhood but do not tell anyone about what you saw."

"No argument from me" Pietro said. "No one would believe me anyway."


	8. Under the Sea

Chapter 7: Under the Sea

In the middle of the night at the Xavier Institute, Tobias Fangor was dreaming. This dream had been repeating itself for several nights now, virtually identical each time. Tobias found himself in a field, with strange trees of various shapes and colors scattered through it. The grass was different as well, various greens, blues, and even a handful of red. Above him was a glass dome with water on the other side, so deep that the sun's light barely reached the dome.

Tobias walked through this strange landscape, waiting for the message he could barely hear each night. This time he could actually understand it. _[[If anyone is out there, I need help. I am running out of time.]]_ Then Tobias suddenly woke up, the memory of the dream slowly fading.

_The same dream over and over_ Tobias thought. He got out of bed and walked into the hallway. On his way to the kitchen for some water he heard a scream coming from one of the bedrooms. Tobias ran to the bedroom and found Jean sitting up in her bed, drenched in cold sweat. "What happened?" he asked.

"Nightmare" Jean said. "Same one I've been having for the last few nights, only worse."

"Do you want to talk about it?" Tobias asked.

"Each time it's like I'm drowning" Jean said. "I try to swim up but only get pulled deeper. This time I was stuck at the bottom. I couldn't move and nearly suffocated before waking up."

Suddenly Jean and Tobias's minds went into agony for a few seconds, nearly losing consciousness. "What was that?" Tobias asked.

"It felt like the professor" Jean said. [[Professor, is something wrong?]]

[[Jean? I'm sorry if I woke you up. I lost control for a moment after a bad dream.]] Xavier said.

[[I was already up from a nightmare]] Jean said. [[And Tobias was awake too.]]

[[Tobias, what are you doing up at this hour?]] Xavier said.

_A dream woke me up, but nowhere near as bad as what Jean told me_ Tobias thought. _I heard Jean wake up screaming and investigated._

[[Strange, we were all woken up by dreams within five minutes of each other]] Xavier said. [[Did yours involve being underwater like mine?]]

[[Yes]] Jean said.

_I was in a dome beneath the water_ Tobias thought. _That dream has been repeating itself over the last few nights._

[[Really? So was mine]] Xavier said. [[Tobias, Jean, meet me at Cerebro.]]

Jean and Tobias headed downstairs to the professor's study, where Cerebro was located. When Xavier arrived he turned on Cerebro before talking. "Tobias, Jean, I want you both to focus on your dreams for the past few nights" he said.

Tobias brought up the fading memory of the glass dome and strange environment, while Jean remembered sinking into the water. Xavier compared them to his own dream, floating in the water above a dome looking at a colorful environment below.

"How odd" Xavier said. "It would appear that our dreams are connected to each other."

"What could cause that?" Jean asked.

"To be honest I have no idea" Xavier admitted.

"Professor, in my dream I hear someone calling to me" Tobias said. "But each time I wake up I can't remember what was said."

"Interesting" Xavier said. "Do you mind if I take a look?"

"Go ahead" Tobias said.

Xavier concentrated and entered Tobias's mind. In it he found the dream Tobias kept having. He saw the strange trees and grass from beneath the glass dome. Then he heard someone calling out for help, but couldn't understand the exact words. Exiting Tobias's mind Xavier said "Someone's trying to make contact telepathically, trying to reach anyone that can hear it."

"Could you tell what was said?" Tobias asked.

"No, but maybe with Cerebro I can find the source" Xavier said. He put on the control helmet and started searching for anything that could be a telepathic signal. In minutes he found something being generated a few miles off the Pacific coast. Xavier honed in on that signal and tried to make contact. [[Is anyone there?]]

_[[This is Aristh __Aximili-Esgarrouth-Isthill of the Dome Ship GalaxyTree. I'm trapped in this world's largest ocean and life support is failing. My power supply has only twelve Earth hours left. I need immediate extraction.]]_

[[Stay calm. Help is on the way.]] Xavier ended the telepathic link. "Tobias, do you have any aquatic morphs?"

"Not yet, but a trip to SeaWorld will fix that" Tobias said.

"What's going on professor?" Jean asked.

"I'll explain on the way" Xavier said. "Assemble the team, we have a rescue mission."

Within the hour everyone was woken up and in the Blackbird. They were all cranky from lack of sleep but the mission was too important. After a brief detour to SeaWorld for Tobias to acquire a dolphin morph the Blackbird flew west. On the way Xavier explained that they had found a telepath trapped in the sea and needed rescue.

The sun had started to rise when they reached the Pacific Ocean. When they reached the location near the source of the signal Tobias morphed into a dolphin. A communicator was strapped to him, between his fins and the dorsal fin. The Blackbird hovered over the water and Kurt teleported with Tobias outside, letting Tobias drop into the water while he teleported back inside the Blackbird.

For a moment the dolphin's instincts took over when Tobias hit the water. It wanted to play but Tobias forced it to stop. When he took back control Tobias took a deep breath of air and dived into the water. He swam straight down, looking for the dome from his dream. The water became almost pitch-black when he finally saw light coming from the seafloor.

Behind the glass dome Tobias saw the trees and grass that were in his dream. On the edge of the dome was a small room sticking out of it. The inner part of the room had a closed door while the outer end was open, letting the sea water inside. Tobias swam inside that room and found a panel next to the closed door. He pressed the largest button with his nose, closing the outer door and the room started to drain.

With the room slowly draining Tobias took a fresh breath of air. When the water was halfway drained Tobias demorphed and waited for the water to finish draining. He picked up the communicator that had been strapped to him as the last of the water drained. The inner door opened and Tobias walked inside.

Suddenly a green beam hit Tobias, stunning him and he lost consciousness.

_A/N: Of course I was going to bring in Ax. In the AU book Megamorphs #4 Ax left the dome after about a month and ended up revealing the invasion to the entire world. Obviously we can't have that so the best option is to let him join the X-Men. Next chapter will show how things happened from Ax's perspective._


	9. The Andalite's Tale

_A/N: This chapter will cover everything that happened to Ax up to where Tobias finds him. Enjoy._

Chapter 8: The Andalite's Tale

Aximili-Esgarrouth-Isthill was a unique Andalite aboard the GalaxyTree. He was the only Aristh on the Andalite flagship, and that was because of his brother's influence in the military. War-Prince Elfangor-Sirinial-Shamtul was a hero to the Andalite people, and that respect provided certain benefits. These included being allowed to bring his little brother on missions that were normally denied to Andalites of Aristh rank.

The GalaxyTree was currently flying through Z-Space on its way to Earth. While grazing in the dome section Aximili could see the blank white N-dimensional void, glad for the dome that protected him from its dangers. He could also see another Dome Ship, shaped like an Earth mushroom, behind the GalaxyTree, the TailStrike. Aximili didn't understand why two Dome Ships were needed to defend one planet.

Aximili walked up to where Elfangor was grazing. [[I still don't see why two Dome Ships are necessary for this mission. Surely the TailStrike could be put to better use defending Leera.]]

[[Aximili, Earth is more important than Arisths and Civilians are allowed to know]] Elfangor said.

[[Arisths aren't supposed to be on the flagship either]] Aximili replied.

[[Very well, it wasn't going to remain secret forever]] Elfangor said. [[The human race is beginning an evolutionary shift. Their population size alone was enough to attract the Yeerks, now they have an even greater prize.]]

[[What kind of evolution are we dealing with?]] Aximili asked.

[[There are intelligence reports of humans possessing almost supernatural abilities solely due to mutations]] Elfangor explained. [[There are confirmed sightings of an old man commanding magnetism, a woman controlling the weather, shapeshifters, telepaths, and more. If they fall into Yeerk hands we may very well lose this war.]]

[[Have any of these… mutants been infested?]] Aximili asked.

[[We don't know]] Elfangor admitted. [[That is why two Dome Ships are going to Earth, to guarantee the Yeerks don't take that world.]]

Suddenly a battle alert sounded throughout the ship. They would be exiting Z-Space in five minutes. Elfangor and Aximili headed for the main part of the ship to get ready for battle.

[[Stay in the dome Aximili]] Elfangor ordered.

[[I want to fight, it's why I'm here]] Aximili protested.

[[No, you are only here because I wanted you here. And now I want you to stay in the dome. This battle is not for Arisths]] Elfangor said.

[[Fine]] Aximili said. He watched as Elfangor entered the main part of the ship. The other Andalites in the dome followed him, leaving Aximili alone. He went back to grazing until the ship exited Z-Space. Immediately after returning to normal space the dome section detached from the rest of the ship. Aximili could see that the TailStrike had detached its dome as well. Both domes entered a high orbit over Earth, rotating to provide an optimal view of the coming battle.

Within minutes the Yeerk Pool Ship came into view, dropping its visual cloak. Resembling an insect with its engines forming three 'legs', the Pool Ship launched hundreds of Bug Fighters while the two Dome Ships launched hundreds of Andalite Fighters. Immediately the battle was joined, red and green beams crisscrossing through space. The Dome Ships and the Pool Ship fired their Shredder and Dracon cannons. The Dome Ships had diverted all of their shields forward, easily absorbing the Dracon fire.

The Pool Ship had also diverted its shields forward, but was no match for the combined firepower of two Dome Ships. The shields quickly failed and the Shredder fire slowly tore the ship apart. The tendrils under the ship were destroyed, one of its three 'legs' blown off, and its hull breached in several places. The Bug Fighters were outnumbered and being slaughtered. It looked like this would be an easy victory.

Then Aximili noticed a dark shape rising from the planet's Moon. It was behind the Dome Ships at the moment and warriors fighting were too distracted too notice. As the dark shape came closer Aximili saw that it was shaped like a battleaxe, with the handle part as the bridge. _A Blade Ship_ he thought.

The Blade Ship opened fire on the TailStrike, hitting it from behind and bypassing the shields. The Dracon Beams hit the ship's engines, causing them to explode. The entire TailStrike was destroyed in the blast and the shockwave destabilized the orbits of the two domes, sending them closer to the planet.

The GalaxyTree shifted its shields back to the default positions, covering its rear. The Blade Ship fired on it, weakening the shield while the Pool Ship fired its remaining weapons. The GalaxyTree continued firing on the Pool Ship, destroying a second 'leg' and damaging its primary reactor. The Andalite Fighters focused their attention on the Blade Ship, attempting to draw its fire away from the GalaxyTree.

Suddenly the Pool Ship's reactor overloaded thanks to the damage. The entire ship exploded, the shockwave crippling the GalaxyTree's shields and forcing the domes into an even lower orbit. _The domes can't take another hit like that_ Aximili thought. The domes were slowly falling into Earth's gravity well, but could still be saved if the fight ended quickly.

With the Pool Ship destroyed the GalaxyTree focused its attention on the Blade Ship. The Shredder Cannons quickly wore down its shields. However the GalaxyTree's shields were failing and Dracon fire was penetrating them. The hull was breached in several places, but the Dome Ship kept fighting. The shields of both ships failed at the same time, and both ships were hit by the other simultaneously.

The Blade Ship was hit on one of its wings, damaging its weapons systems. The GalaxyTree was hit in its engines. The engines exploded, destroying the GalaxyTree, destroying nearby fighters, damaging the Blade Ship, and knocking the domes out of orbit. While the domes fell Aximili watched the Blade Ship destroy fighter after fighter, and taking damage itself. When the domes hit the atmosphere Aximili saw the Blade ship start to fall, too damaged to create a stable orbit.

Aximili watched helplessly as his dome fell towards the planet's largest ocean, near its north-eastern shore. He saw the other dome fall towards the planet's North Pole. He saw the Blade Ship fall towards the opposite hemisphere of the planet that Aximili fell in. The dome's automatic shields and inertial dampeners protected Aximili from the impact with the ocean, and the dome sank to the bottom.

After a day of mourning for the Andalites that fell in battle Aximili attempted to contact any ships that might have survived. He tried the military channels and even the civilian frequencies, but got no response. Either the water was blocking the signal or all the fighters were destroyed.

Aximili waited in the dome for a few weeks, hoping to be rescued. In the meantime he studied the aquatic life that swam near the dome, looking for one that could be captured and suitable for morphing. Most of the creatures were prey animals and not safe to morph. Eventually he caught a predator fish, which humans called a shark, in the airlock that he turned into a trap. After he acquired its DNA Aximili released the fish back into the sea.

With an aquatic morph ready to use as a backup escape method, Aximili decided to take more risks with the dome's limited power supply. He diverted more power to the communications system and activated a distress beacon. It would seek out thought-speech capable minds and reveal his presence to them. If there were any Andalites still alive on this planet they would find him.

A few days passed and there was still no rescue. Desperate Aximili increased power to the distress beacon, shortening his remaining supply to a few days. During the night the computer alerted Aximili to someone trying to make contact with the dome. He rushed to the control console and opened a channel, translating the incoming signal into thought-speech. While this would shorten the dome's power supply to a mere half a day he had to take that risk.

_[[Is anyone there?]]_

[[This is Aristh Aximili-Esgarrouth-Isthill of the Dome Ship GalaxyTree. I'm trapped in this world's largest ocean and life support is failing. My power supply has only twelve Earth hours left. I need immediate extraction.]]

_[[Stay calm. Help is on the way.]] _The transmission ended, leaving Aximili to wait for rescue. In case this was a Yeerk deception he grabbed a handheld Shredder and waited.

In a few hours Aximili saw an aquatic mammal swimming towards the dome. It had a device strapped to it and headed straight for the airlock. It swam inside the airlock and pressed the control panel with its nose, closing the door. As the airlock drained the water out the mammal began to morph. But instead of turning into an Andalite, it turned into a human. _How did a _human _obtain the morphing ability? _he thought.

When the airlock finished draining the door opened. When the human walked inside Aximili fired his Shredder at it. The stun setting knocked out the human, allowing Aximili to examine it safely. The human had yellow hair and was dressed in a skintight black suit that it somehow managed to morph with it. On the back there was a red pattern resembling feathers and the front had a blue square with a black 'X' in the center.

Using a handheld scanner Aximili didn't detect a Yeerk in this human's head. He examined the device the human brought and determined that it was a primitive communicator. _At least he isn't a threat_ Aximili thought. He grabbed a mild stimulant and injected it into the human's arm. In a few minutes the human woke up.

[[Who are you?]] Aximili asked. [[How are you able to morph?]]

"I'm Tobias Fangor. And an alien gave me the morphing ability. He kind of looked like you."

_That can't be right_ Aximili thought. [[Did he give his name?]]

"El… something, Sir… Shamus?" Tobias said.

[[Elfangor-Sirinial-Shamtul]] Aximili said.

"Yea, that" Tobias admitted.

_Brother, what have you done?_ Aximili thought. [[Is he still alive?]]

"I don't think so" Tobias said. "He said he was dying, but the government took him away before I could see him die."

[[Your government found him? Did he warn them and you of the Yeerk invasion?]] Aximili asked.

"Yes, and I'm leaving it in their hands" Tobias said. "One person turning into animals wouldn't do much against aliens anyway."

[[A wise decision]] Aximili said. [[Attempting to fight the Yeerks alone would be suicide, even for an Andalite.]]

"Is that what your people are called?" Tobias asked.

[[Yes]] Aximili said. [[Tell me, have you found or suspect any Yeerk operations on this planet?]]

"To be honest I have no idea" Tobias admitted. "They never showed up when Elfangor landed."

_If the Yeerks are still here, they must have been crippled when the Pool Ship was destroyed_ Aximili thought. [[In that case it would appear that the invasion has been delayed, for now at least.]]

"So what are you going to do now that you've been rescued?" Tobias asked.

[[We're not out of the sea yet]] Aximili said.

"Not for long" Tobias said. He turned on his communicator and said "Animorph to Nightcrawler, ready for pickup, I got about thirty feet of clear space above my position."

"_Copy that Animorph, coming in now"_

Tobias looked up and saw Kurt teleport in, having used Tobias's communicator to determine where to teleport to. Kurt landed on the floor, and was shot by a green beam and lost consciousness. Tobias looked at Aximili, who had instinctively fired his Shredder at Kurt.

"What was that for?" Tobias asked.

[[You didn't tell me you know a teleporter]] Aximili said. [[What species is he anyway, he doesn't look human.]]

"He's a mutant, which by the way is what everyone thinks I am where I live" Tobias explained.

[[They think the morphing ability is a mutation?]] Aximili said.

"Well the professor knows the truth, being a telepath" Tobias said. "He hasn't told anyone."

[[Does he know about the invasion?]] Axmili asked.

"If he does, I didn't tell him" Tobias said.

_If a telepath doesn't know about the Yeerks it must mean there aren't any near him _Aximili thought. _That would make his location a safe place to stay until another ship arrives._ [[Where does this professor live?]]

"Other side of the continent" Tobias said. There's a jet waiting for us above the sea, but you stunned our way up there."

[[Then I'll have to fix that]] Aximili said. He took another stimulant and injected it into the blue mutant's arm. In minutes he woke up.

"What hit me?" Kurt asked.

"Kurt, meet Aximili" Tobias said.

"Mein Gott! What is he?" Kurt said.

[[I am an Andalite. My apologies for stunning you, I wasn't expecting a teleporter.]]

"So are you ready to go?" Kurt asked.

[[One moment]] Aximili said. He grabbed a thought-speech communicator, a second handheld Shredder and several coin sized power cells for it. He placed his two Shredders, his scanner, the communicator, and the power cells in a holster, which he strapped across his chest. Then he armed the dome's self-destruct mechanism, set to detonate in one Earth hour. [[I'm ready to leave now.]]


	10. The Ax Man

_A/N: I'm pretty sure everyone saw the chapter title coming a mile away. It's just too obvious to NOT use._

Chapter 9: The Ax-Man

In the dome Kurt placed on hand on Tobias and the other on Aximili. Then he teleported all three of them out of the dome and they arrived in the air above the sea. They began to fall while Kurt looked for the Blackbird. When he found it he teleported again, bringing all three of them inside it. When Scott heard them enter he put the Blackbird on autopilot back to the institute.

_I wonder if we just went through Z-Space?_ Aximili thought. Andalite scientists had discussed Z-Space teleporting but it was still theoretical, they would love to examine Kurt. Aximili looked around the interior of the Blackbird and found seven surprised new humans inside. [[Hello, I am Aximili-Esgarrouth-Isthill.]]

Everyone in the Blackbird introduced themselves. They were amazed to have actually found life from another planet.

"Um, can we just call you Ax for short?" Kitty asked. "Cause your name is a real mouthful."

"Kitty, he doesn't even have a mouth" Jean said. "You are a 'he' right?"

[[Yes I am a male]] Ax said.

"So what's an E.T. doing in the ocean?" Logan asked.

[[It wasn't by choice]] Ax said. [[The dome section of a spaceship was knocked out of orbit during a battle above your world.]]

"A battle?" Scott said. "Against who?"

[[We were fighting the Yeerks]] Ax explained. [[They are a parasitic race that wants to use your species as hosts. The battle for Earth ended in a draw.]]

"What kind of parasites are they?" Evan asked.

[[They enter your body through the ear and wrap around your brain]] Ax explained. [[Then they take complete control over your body, using your memories and thoughts to pass as you undetected.]]

"So there's no way to tell who's been taken?" Jean asked.

[[We've developed scanners calibrated to find Yeerks, but it would be a trivial matter for telepaths to find them.]] Ax looked at Xavier. [[Just look for a person that has two minds in one body.]]

"I'll keep that in mind" Xavier said. "Have these Yeerks taken a significant number of people?"

[[I don't know]] Ax admitted. [[Normally they infiltrate worlds to establish a foothold, and then take the rest by force. With their ships destroyed force isn't an option so if there are any Yeerks here they will be moving slowly.]]

"What do you recommend we do about them?" Scott asked.

[[For now the best course of action is contacting the Andalite homeworld]] Ax said. [[It's unlikely they know what happened here. We need another ship here to estimate Yeerk presence on this world. Until then, may I stay with you?]]

"Of course" Xavier said. "But how are we going to keep your existence a secret? You don't exactly blend in with a crowd."

[[Simple, I'll create a human morph based on a few of you.]]

"Wait you can morph?" Kitty asked. "Just like Tobias can?"

"About that" Tobias interrupted. "It was another Andalite that gave me the morphing ability, not a mutation."

"How does that work?" Jean asked.

[[We developed a device that grants the ability to all that use it]] Ax explained. [[All Andalites are given the ability when we enter the military, though few choose to actually use it.]]

"So how are you going to get a human morph that isn't a clone of someone?" Scott asked.

[[Like this]] Ax said. He walked up to Scott and acquired his DNA. Then he took Jean's, Kitty's and Evan's. Then he morphed into a human that was a blend of all four mutants. His skin became a shade darker than Kitty's, his hair was slightly longer than Scott's and was a shade of brown between Scott's and Kitty's hair. He was an inch shorter than Scott, with a frame between Evan's and Jean's. His eyes were Jean's shade of green, but his face resembled Evan and Kitty's. And he was naked.

"I did not need to see that" Jean said as she looked away.

"Should have known that was coming" Evan said, looking away.

"I think I might be scarred for life" Kitty said, her face in her hands.

"Does anyone have spare clothes" Scott asked.

"Professor, could you erase that image from my mind please?" Kurt asked.

"Put these on" Logan said as he tossed a pair of shorts to Ax.

"Okay" Ax said. Then he put on the shorts, over his head. "Better?"

"No" Xavier said. "They're supposed to cover where the legs meet."

"Oh" Ax said. He put on the shorts in the correct place. "How about now?"

Everyone cautiously looked at Ax, noticing how strange he appeared to be. To them it was like Scott, Jean, Kitty, and Evan had been thrown into a blender. As if he was a common relative between all four of them.

"This is really freaky" Kitty said. "You could pass as my brother."

"How did you do that?" Storm asked.

"We call it a Frolis Maneuver" Ax explained. "I take the DNA of more than one individual and combine them to create a new person."

"We're going to need to get you a suitable morphing outfit" Tobias said. "Something for if you need to morph human and there's no time to get dressed."

"Very well" Ax said. "If you don't mind I would like to demorph until we arrive at our destination."

The rest of the trip back to the institute went by quickly. Ax explained all the trivial details regarding Yeerks and he listened while Xavier explained mutants. Ax was surprised at the sheer variety of abilities caused by a single gene. No wonder they had thought morphing was just another mutant power. These mutants were far more dangerous than Elfangor described.

When they arrived at the institute the students all immediately left for school. Xavier called ahead to Bayville High to make up an excuse for why they were late. The students complained about still having to go despite having been up all morning on a mission. Since Storm drove them to school they left Ax with Xavier and Logan at the institute.

"So do you have any combat training?" Logan asked.

[[Only the standard military preparations, but no field experience]] Ax said.

"Let's see what you can do then" Logan said.

Logan led Ax into the Danger Room and then went to the control room. Inside Logan activated a basic program. Several robotic drones came to life inside the Danger Room and rushed towards Ax.

Ax saw the drones coming from all directions. He quickly destroyed them with several slashes from his tail blade. Then he saw several turrets activate and fire weak lasers at him. Ax dodged them and fired his Shredders at them. Even the stun setting was enough to short-circuit the turrets, rendering them harmless. Then Ax saw several cannonballs fired towards him, quickly intercepted by his tail blade and Shredder fire.

"_Not bad for no field experience"_ Logan said over the intercom. _"That's enough for now."_

Ax left the Danger Room and exited the institute. He wandered around the grounds, tasting Earth grass for the first time. He found a nice secluded spot to set up a temporary scoop to live in. The institute was a nice place, but too enclosed for Andalite lifestyle. There were plenty of trees around the spot Ax picked which hid it from view. For most of the day Ax worked on making his temporary home, until the X-Men returned from school.

When the X-Men arrived they asked Ax to come back inside the institute. They gave him a plain black uniform to wear in his human morph. With a few attempts and advice from Tobias Ax incorporated the uniform into his human morph. With that finished Logan wanted to see how well Ax could fight as part of a team. In his natural form Ax entered the Danger Room with the others.

[[Who commands the team?]] Ax asked.

"I do" Scott said.

[[Very well]] Ax said. [[I will follow your orders Prince Scott.]]

Jean and Kitty giggled at that moment. "Prince?" Kitty said.

"Can we focus on the matter at hand?" Scott asked.

"Sure, you're highness" Jean said.

Everyone but Scott and Ax laughed at that. [[Prince is a military rank]] Ax explained. [[Arisths and Warriors fight under their Prince's command.]]

"_Enough chitchat in there"_ Logan said from the control room. He activated the Danger Room, creating a maze in it. Ax was surprised by the sudden enclosure, but tried to remain calm. The goal was to get through it together.

Tobias morphed into a rhinoceros and charged, destroying obstacles in the way. Scott and Even destroyed turrets in the air with eye blasts and spikes. Jean telekinetically blocked laser blasts while Ax intercepted debris with his tail blade. Kitty and Kurt scouted the maze to find the right path. Jean relayed their thoughts to guide everyone through the maze.

They completed the maze in record time. However everyone could see that Ax had been uncomfortable in the maze. "Is something wrong?" Scott asked.

[[I don't do well in tight spaces]] Ax admitted.

"Well you seemed to handle yourself well enough" Evan said.

[[The military trains us how to handle Claustrophobia]] Ax said. [[However it is still stressful.]]

"Maybe you should take a break outside for a while" Scott suggested.

[[Thank you, Prince Scott.]]

"Can we go to, prince?" Kurt said.

"Shut it Kurt" Scott said.

"Happy to oblige, my liege" Evan said.

Scott smacked his forehead. "I'm never going to hear the end of this, am I?" Scott said.

"Nope" Tobias said.

_A/N: I'm not going to do the "playing with syllables" thing Ax did in the books. It got really old really fast and to me that would just take up space here. Not to mention how it confuses my spellchecker._

_P.S. I would appreciate suggestions for how to have everyone tease _Prince Scott_._


	11. Hugh Mann

Chapter 10: Hugh Mann

Ax quickly settled into a new life at the institute. The land around the mansion had plenty of grass to graze on and a small stream to drink from. Xavier had showed him his Cerebro device and Ax considered using it to contact the Andalite homeworld. It would require considerable modifications and reprogramming, but it could work. The only problem was that Ax's modifications would break Andalite law, but there really wasn't a choice in the matter.

For now Ax decided to learn about humans. Just in case he ever got stranded in a human city and needed to blend in. Tobias had suggested spending a day at Bayville High, so observe how humans interact with each other in a 'normal' setting.

Currently Ax was in human morph and riding in Scott's convertible. Xavier had given him a holowatch to use instead of normal clothing. While the uniform Ax had in his morph kept him from being naked it wasn't enough to pass for human. Ax was surprised humans had holographic technology before Z-Space communication. In any case the holowatch was better than having to deal with changing clothes between morphs.

The plan for the day was simple. Ax would attend classes under the assumption that he was a potential transfer student. Between each one hour class Ax would go in a private bathroom and remorph his human form, resetting the morphing clock. Throughout the day the X-Men would take turns showing Ax the different aspects of human socializing.

His first stop was the Principal's office. Scott led Ax inside to meet Ms. Darkholme, who was always curious about new students from Xavier's institute.

"Hello Miss Darkholme" Ax said. "I'm the new student, Phillip Hatchet."

"Yes, you're from Xavier's" Darkholme said. "I understand you are considering transferring here."

"I wanted to see what this school has to offer before making any decisions" Ax said.

"Very well" Darkholme said. She handed Ax a copy of a sample class schedule. "Please enjoy your day at Bayville High."

"Thank you" Ax said. Then he left the room with Scott.

After they were gone Darkholme sat down in front of a computer. She searched her database for 'Phillip Hatchet', wondering where Xavier found him and what mutant powers he might possess. All she found were the documents Xavier provided for today. As far as the rest of the world was concerned Phillip Hatchet didn't exist. _Where is Xavier finding these people?_ she wondered.

Meanwhile Ax attended a Math class. _A newborn Andalite could solve these problems_ he thought. Within the hour Ax had already solved every math problem in the sample workbook, impressing the teacher. Chemistry class was no different, once he understood the human names for the chemicals he easily outperformed everyone else in the class.

Then came Physics class. Ax got into an argument with the teacher over how gravity and relativity worked. To Ax the teacher was clearly wrong, gravity did not work that way. He almost slipped into using Andalite terms to explain gravity when the class bell rang. After the students left the Physics teacher quickly wrote down everything Ax had said in their argument. Several years from now that teacher would be known for redefining physics.

"Did you have to argue with the teacher?" Tobias asked.

"I was only trying to correct his misinterpretation of the subject" Ax said. "So what's next?"

"Lunch period" Tobias said. "I need to get something from my locker, you go ahead with Kitty."

Tobias walked to his locker, and found Rogue standing next to it. She had been oddly distant every time Tobias saw her. She didn't socialize with anyone, which most people assumed to be normal Goth behavior.

"We need to talk" Rogue said.

"Okay, I'm listening" Tobias said.

"In private" Rogue said.

"Sure" Tobias replied. Rogue led him into a secluded area near the lunchroom. She was watching for anyone that might have followed them. "What is it?" Tobias asked.

"How do you cope with it?" Rogue asked.

"With what, being a mutant?" Tobias said.

"Not that" Rogue said. "How do you stay sane… knowing?"

_I don't like where this is going_ Tobias thought. "Know about what?"

"Don't play stupid" Rogue said. "Some of your memories are still in my head from that night the X-Men attacked me. I know about the"

"CIIIIINNNNAAAAAAA BUUUUNNNNZZZZZZAAAAAAAAAAA!"

"What in the world?" Tobias said. With their conversation abruptly ended Tobias and Rogue ran to the lunchroom where the interruption came from. Inside a crowd was slowly backing away from one of the tables. Somehow Ax had gotten separated from Kitty and everyone was watching Ax eat one cinnamon roll after another. He had already eaten a whole tray of them in minutes. His hands and face were a sticky mess and between bites he would say random things about taste.

"What is going on here?" Principal Darkholme said as she walked into the lunchroom.

Tobias quickly ran up to Ax. "I'm sorry Principal Darkholme. Phillip hasn't taken his insulin today" he said. Then he whispered to Ax "Stop making a scene."

"Just get him cleaned up" Darkholme said. _It's bad enough to deal with Blob's table manners_ she thought.

Tobias guided Ax out of the lunchroom and into a bathroom. "What happened in there?" Tobias asked.

Ax slowly recomposed himself. "I was… unprepared for taste" he said. "I don't feel so good."

_Right no mouths_ Tobias thought. "You ate way too much sugar" he said. "Maybe you should remorph now, just to be on the safe side."

After washing his hands and face Ax demorphed and morphed human again. This purged the excess sugar from his body and left him feeling better. "What now?" Ax asked.

Tobias led Ax to History class. He stayed quiet the whole time, having not paid attention in Alien Cultures back on the homeworld. Skimming through the textbook Ax was alarmed at how many wars humans fought despite having no contact with other sentient species. _It's a miracle they haven't destroyed themselves_ Ax thought.

After class ended Ax walked with Jean and Scott towards Gym class. On the way they noticed two students running out the bathroom screaming about a "blue hairy demon" in there.

"Kurt what are you doing?" Scott muttered.

Scott and Ax walked inside, but didn't see Kurt. Ax briefly remorphed before walking out with Scott.

"Not there?"Jean asked.

"No, better contact him. Tell him to knock it off" Scott said.

Jean telepathically searched for Kurt, but couldn't find him. "Scott I can't pick up a trace of Kurt anywhere" she said. "It's like he doesn't exist."

Suddenly a transparent image of Kurt appeared in front of them. It moved through the hallway before disappearing. "What did we just see?" Scott asked.

"I got a brief mental reading" Jean said. "It's like he's trapped somewhere."

Out a window Ax saw a small teen in a green costume use a device to make a car disappear. "I think it has something to do with that?" Ax said as he pointed out the window.

"Toad" Scott said. "Jean contact the others, we're going after him."

Within minutes everyone got into uniform and chased after Toad. As Toad hopped around he fired a large device he carried. His aim was poor and missed everyone, causing various objects to disappear.

"Any idea what that thing is?" Scott asked.

"Nope" Ax replied. "I'd say it was some kind of disintegration weapon, but it's not leaving any residual matter."

It didn't take long to catch the Toad. He ended up stick to a tree by one of Evan's spikes. With the device in the X-Men's possession Ax opened a panel on it and examined the insides. Most of its components was tech from the 70's, except for one key piece.

"A plutonium battery?" Ax wondered aloud. It was crude but oddly similar to the ones Andalites use. He removed the battery and examined closely, it was the size of a golf ball. "I haven't seen one of these since I broke my old toys." Then he noticed everyone staring at him, shocked expressions on their faces. "What? These are only good for making dolls speak." Everyone's shocked expressions turned to horror at what that implied.

"Those must be some wicked dolls" Kitty said.

"So can you get Kurt back with that thing?" Evan asked.

"If I knew where he was when this thing hit him, yes" Ax said.

"Okay Toad" Scott said. "Where did you use that on Kurt?"

"I don't know nothing about the blue furball" Toad said.

Before Scott could ask again Rogue interrupted. "He didn't. I did" she said.

Rogue led everyone to the old lab where she found that device. She explained how right after Ax's scene in the lunchroom she went outside. Rogue had heard Kurt teleport nearby and investigated where he was. She saw the lab explode, destroying everything in it except for the device. She and Kurt had fought over the device and it activated, making Kurt disappear.

"It was right here" Rogue said in the ruined lab.

"Okay" Scott said. "Phillip, do what you need to bring Kurt back."

"Working on it" Ax said. He reconnected the battery, repositioned a few wires, adjusted the settings on the control panel, and activated the device. The front of it fired a beam which created a portal in the lab. Through it they could see Kurt and a Native American teenager with him. Ax touched a few buttons on the device and it fired another beam at the portal. The portal instantly collapsed, but the two teens in it remained in the lab.

"Radical" the new teen said. "You fixed the stabilizer problem."

"You built this device?" Ax asked.

"Yea, my name's Forge. I've been stuck in that parallel dimension for over twenty years."

"That was one freaky place" Kurt said. "It was like the school, only everyone faded in and out and at the edges was this blank white void."

_Z-Space?_ Ax thought. _How could this human have discovered Z-Space over twenty years ago? _As far as Ax knew humans weren't supposed to discover Z-Space for another fifty years. "We should discuss this device sometime" Ax said.

"Yea" Forge said. "But I need to get home, I'm twenty years late for curfew."

_A/N: I didn't want to devote an entire chapter to the episode Middleverse. Up next Rogue will confront Tobias about the invasion, and Ax will "meet" Magneto.  
_


	12. Turn of the Rogue

Chapter 11: Turn of the Rogue

After Ax's 'incident' in the school lunchroom it was decided that he shouldn't go back to Bayville High. Not only was the morphing time limit going to be a constant problem, they couldn't afford him going on another taste binge in public. It would draw too much attention to him and the institute. Xavier made it appear that 'Phillip Hatchet' was going to be homeschooled at the institute.

Friday quickly came, which Tobias was glad for. He had signed up for a geology field trip with Jean. Scott had wanted to go put the positions had all filled up too fast. While geology would normally be a boring trip the school had provided snowmobiles to use in the mountains. Having lived in California for most of his life Tobias had never snowmobiled before and wanted to try it.

When Tobias and Jean were packing their gear on the bus the geology teacher walked up to them. He said that the school administration had revoked Jean's position in the field trip due to absence issues, which Jean immediately pointed out that Xavier approved those absences. The teacher wanted to help Jean but her spot had already been filled by Rogue.

While the bus drove up the mountain a blizzard moved in. Eventually the bus got stuck in the snow. Rogue suggested they take the snowmobiles to the caves and wait out the blizzard there. The students on the bus agreed with Rogue and everyone paired up, two people to a snowmobile.

Meanwhile back at the institute Xavier was visited by an old friend, one that could control his wheelchair from outside the window. Xavier was pushed into the wall of his study. Immediately he knew who was doing this.

"Magneto, why are you here?" Xavier asked.

"I've come to pay you a complement" Magneto said, hovering outside the window. "You're young charges, they seem to be… flourishing under your tutelage."

"Yes, they're doing quite well" Xavier said.

"I'm referring to the development of their mutant powers" Magneto said.

"I'm very proud of them" Xavier said.

"Proud, yet you don't trust them" Magneto said.

"But I do trust them, with my life" Xavier said.

"But not with the truth" Magneto said. He started to move Xavier's wheelchair again, but was struck by a green beam and fell to the ground, unconscious.

[[Who is this human?]] Ax asked. He had been grazing when he saw a stranger hovering near the mansion. Not taking any chances Ax had fired his Shredder at the stranger, stunning him.

"Erik Lehnsherr" Xavier said from the window. "He goes by Magneto, for he possesses mastery over magnetism. He used to be a close friend of mine, but we parted ways years ago. To him mutants are superior to regular humans and should dominate over them, rather than live in peace."

[[Mastery over magnetism, that could be very useful]] Ax said. He reached down and touched Magneto's face, acquiring his DNA.

"You're going to morph him!" Xavier yelled.

[[I might need to eventually]] Ax said. [[Just in case Yeerks ever infest him.]]

"Very well" Xavier said. "How long will he be out?"

[[Depending on his health, ten minutes maybe twenty]] Ax said.

"Very well, please remove his helmet" Xavier asked. "It blocks my telepathy."

_Whoever estimated Earth's technology really needs to be replaced _Ax thought as he removed the helmet. [[What do you see in his mind?]]

Xavier focused his mind and went into Magneto's, but found nothing but static. "That's odd, I'm not seeing anything in there."

[[Must have been the Shredder]] Ax said. [[Sometimes they disrupt the brain's pathways until the victim recovers.]]

"Wonderful" Xavier said. "Logan will have to dump him somewhere. We can't hold him and we can't leave him lying there."

Back at the mountains all of the students had snowmobiled to the caves. Rogue had challenged Tobias to a race but he backed down. With no snowmobiling experience a race would have gotten him killed. In the caves the teacher decided to make good use of their time there and gave a lesson on geology. Tobias saw Rogue leave the group and followed her deeper into the caves.

As Tobias walked through the caves he almost stumbled over a sharp drop. At the bottom was a river flowing through the mountain. _Good thing I can become a bird, or that would be a really bad fall_ he thought. Tobias turned around and found Rogue standing nearby.

"I need to know Tobias" Rogue said. "Am I a target for Controllers?"

_Uh oh, cat's out of the bag _Tobias thought. "We all are Rogue. Every single human is a target, mutant or normal doesn't matter to them."

"How can you know what's happening and not do anything about it?" Rogue asked.

"What do you expect me to do?" Tobias asked. "Morph something big and charge into their operations? That would only get me killed."

"You could warn people about it!" Rogue yelled.

"I can't!" Tobias yelled. "The X-Men know, but only because Xavier can prove they aren't Controllers. Anyone else could be one of them, and warning people would bring them right to me."

"So what are we supposed to do?" Rogue asked.

"We wait" Tobias said. "There are people in the government that know, special agent types. They are in a better position to do something than the two of us."

"Fine, let's get back to the others" Rogue said.

"Don't stop now" a new voice said. "It was just started to get good."

Tobias and Rogue turned and saw a blond teen standing nearby. "Paul? How much of that did you hear?" Tobias asked.

Suddenly Paul turned into Principal Darkholme. "Enough to realize you have more secrets than I suspected" she said. "But I suppose you learned from the master." Then she turned into Mystique. "Xavier's been keeping secrets from you."

"Principal Darkholme? You're Mystique?" Tobias said.

"Something Professor Xavier neglected to tell you" Mystique said. Nice of him, wasn't it. "You have no idea what he's been hiding from you. Let me fill you in. You X-Men are nothing but puppets for Charles Xavier, and I am a sharp blade cutting your strings, just so I can watch you fall!"

Mystique pushed Tobias off the edge of the sharp drop. Thinking fast Tobias quickly morphed into a hawk and flew back up, letting his loose clothing fall into the river. [[Nice try, but that won't work on me.]] Tobias landed in the cave, far from the edge and demorphed in his uniform. "Let me fill you in. There is a war brewing where humans _and_ mutants will lose if we fight among ourselves."

"Yes, these 'Controllers' you talked about" Mystique said. "Once Xavier is dealt with they will be next." She was about to attack Tobias again when she was grabbed by Rogue, without her gloves on.

"No more secrets" Rogue said, holding onto Mystique. "Your powers are mine, your memories are mine." Rogue saw memories from the night the X-Men tried to find her. She saw how Mystique had convinced her that the X-Men were bad people. How Mystique couldn't afford to lose Rogue to the Xavier. Rogue let go of Mystique, letting her drop to the ground, out cold.

"What did you see in there?" Tobias asked.

"She lied to me" Rogue said. "Everything she said was a lie."

"What does she know about the… situation?" Tobias asked.

"I'm not sure" Rogue said. "Her mind's a tortured mess."

"As long as there's only one mind in there" Tobias said. "Rogue, if you need a place to stay, you're welcome at the institute."

"I can't go back with her" Rogue said. "I'll check it out."

"Now how are we going to explain where my street clothes went and how Paul disappeared?" Tobias asked.

[[Tobias, can you hear me, it's Xavier.]]

_I hear you_ Tobias thought. _I need some telepathy induced amnesia on everyone here but me and Rogue._

[[What happened?]] Xavier said.

_Paul turned out to be Mystique and she tried to kill me_ Tobias thought. _I had to morph and lost my street clothes. I could use a lift._ To Rogue he said "The professor is on his way. If you want you can come with."

"What is he, a Deus Ex Machina?" Rogue asked.

After a half hour of waiting the Blackbird landed near the caves. Tobias and Rogue discreetly exited while Xavier modified the memories of everyone else in the caves. To them it would appear that Tobias, Rogue, and 'Paul' had never gone on the trip. After Tobias and Rogue were on the Blackbird it took off, heading back to Bayville with Storm clearing a path through the blizzard.

"So what were you doing out here anyway?" Tobias asked.

"I had reason to believe you may have been in danger" Xavier said. "But it would seem that you managed to deal with it yourself."

"What about you, kid" Logan said to Rogue. "Are you with us? Or them?"

"You" Rogue said.

Logan smiled. "Welcome to the X-Men."

After the Blackbird arrived at the institute Xavier told the students that Mystique was the school principal. They were not happy about being lied to about that, and Xavier realized his mistake. He promised to make better judgment regarding what they were ready to know. After that everyone welcomed Rogue to the X-Men.

"So do you like the place?" Tobias asked.

"It's different" Rogue said. "But I could get used to it."

Then Ax walked into the large room, not in morph. [[Has anybody seen one of my Shredders? I seem to have misplaced it…]] Ax said.

Rogue didn't say a word. She just stood there, speechless and staring at Ax.

Tobias slapped his forehead. "I knew we were forgetting something."

_A/N: One thing the episode never addressed was the teacher's response to three missing students on the field trip. If this happened in real life the people there would have never left without finding them. I'm assuming that in the episode Xavier mindwiped everyone offscreen._


	13. Payback

Chapter 12: Payback

In one of Magneto's secret bases, the master of magnetism was in a foul mood. A week ago he had decided on a whim to mock Xaviers's habit of being too secretive. It was child's play for him to shut down the institute's defenses with his magnetic powers. But something there had knocked him out, and when he came to Magneto had found himself lying in an alley like some common thug. It was humiliating and completely unacceptable to Magneto.

_What are you hiding now Charles_ Magneto thought. He needed to find out whether it was a mutant's power or a new weapon that Xavier possessed. Fortunately there was a mutant in his employ with just the right power to test Xavier's secret weapon.

Sabretooth was, for lack of a better word, a feral mutant. Tall, muscular, possessed claws and a healing factor just as good as Logan's. He embraced the feral nature of his mutation, enjoying violent battles, especially ones with Logan. Whenever the opportunity presented itself Sabretooth would fight Logan, and with his boss ordering him to attack Xavier's institute he would have another opportunity.

However Sabretooth didn't know where the institute was. Magneto had told him but the information wouldn't stick in his mind. Magneto wasn't aware of mental blocks that had been placed in Sabretooth's mind by Xavier the last time he fought Logan. Even if someone told him the institute's location the memory of it simply wouldn't last. He would have to find the place on his own in order to remember it.

To get around this problem Sabretooth climbed a watertower near Bayville High and waited. From his viewpoint he could find one of Xavier's X-Men and follow him back to the institute. He spotted one of them, Evan Daniels, using a video camera. When the kid started skateboarding away from the school Sabretooth followed him.

The kid was caught off guard as Sabretooth pounced on him. He knocked the kid off his skateboard and took the camera. Retreating to the shadows Sabretooth rewound the camera. The video showed where the institute was from the school. _I have you now Logan_ he thought. Sabretooth left the camera behind as he ran towards the institute.

An hour later Sabretooth arrived at the institute's front gate. He ripped open the gate bars, triggering an alarm. As he charged in several automatic turrets appeared and fired lasers at him. Sabretooth dodged the blasts and destroyed the turrets. _Nothing strange so far_ he thought. Suddenly a green beam hit him in the chest.

Sabretooth felt his body start to shut down before his healing factor fixed it. _That's new_ he thought. Another green beam struck him, but had less of an effect. Sabretooth looked at where the beams came from. He saw a blue centaur, with a long scorpion tail and a second pair of eyes on stalks. It was holding a strange gun, pointed at him.

[[I don't know who you are]] the centaur spoke in his head. [[But you are not welcome here.]] Then the centaur pressed a few buttons on his gun and fired another green beam. This time the beam nearly knocked out Sabretooth before his healing factor saved him. More green beams were fired but Sabretooth avoided them.

He charged towards the centaur, dodging his weapon. As Sabretooth got close the centaur slashed his tail blade at him, cutting open his chest. It quickly healed but the centaur attacked again, leaving several more deep cuts. Sabretooth swiped his claws at the centaur, leaving deep gashes in its torso. The centaur started to stay just out of Sabertooth's reach but within range of its tail. Then it fired its gun directly into Sabretooth's chest, nearly knocking him out before another tail strike. The side of the blade struck Sabretooth's head, disorienting him.

Then Sabretooth saw Logan and the other X-Men approach. Knowing that he couldn't beat all of them alone he decided to retreat. "This isn't over, whatever you are" Sabretooth shouted. He ran from the institute and noticed Logan pursuing him. He ran through the woods and into a small river, letting it wash away his scent.

Once Sabretooth put enough distance between him and the institute he took out his communicator. He used it to contact Magneto.

"_Report."_

"Xavier has some kind of blue centaur guarding the place" Sabretooth said. "It has a long tail with a blade at the end. The thing also uses some kind of gun that fires green beams. He almost knocked me out with one of them."

"_Despite your healing factor? That weapon could be a serious problem. Remain where you are, I'm giving you a new toy to test on the X-Men. Use it however you see fit."_

"Understood" Sabretooth said.

He waited until a silver blur passed by, leaving a package in his hands. Sabretooth opened it and found a strange gun inside. He fired it at a nearby tree, seeing a red beam hit it and disintegrate a section of its trunk while setting the rest of it on fire as it fell to the ground. _Now this is my kind of weapon_ he thought.

Sabretooth returned to the institute and waited outside the property. This time he would lure Logan away by taking one of the students hostage. _I wonder what this toy will do to his Adamantium skeleton? _he thought. He didn't have to wait long as he saw the kid from earlier leave with two girls.

He followed them to a park where the girls practiced dancing. The music they used was irritating to Sabretooth. Unable to stand it he aimed his gun at the stereo and fired. The red beam disintegrated it, startling the kids.

Evan saw Sabretooth and threw several bone spears at him. Sabretooth fired his gun again, disintegrating the bone spears.

"What in the world is that?" Kitty said. Then she saw Sabretooth fire at her and phased herself just as the red beam would have hit her stomach. However the beam's heat still burned her, surprising Kitty as she felt extreme pain. She fell to her knees holding her stomach, trying to manage the pain.

Rogue saw Sabretooth fire at her and she just barely dodged in time. The beam grazed her loose sleeve, burning away a small portion and setting the rest of the sleeve on fire. Rogue dropped to the ground and rolled to put out the fire.

Then Logan arrived and tackled Sabretooth. "I see you got a new toy Creed" he said. "Let's play."

"Gladly" Sabretooth said. He fired this gun at Wolverine and hit his arm. Enough was burned away to reveal the Adamantium bone before the wound healed. Logan ignored the pain and slashed Sabretooth with his claws. With a punch Wolverine tossed Sabretooth.

He was about to fire again when Sabretooth felt his energy being drained. Rogue had gotten up and grabbed his arm, taking his power. He fell to the ground, unconscious and the gun fell to the side.

Rogue felt brown fur grow all over her and her hair doubled in length. Her hands and feet grew claws which destroyed her shoes. "Aw man I just shaved my legs last night" Rogue complained.

Logan walked up to Sabretooth and picked up the gun he was using. "This looks like the E.T.'s field of expertise" he said. "You alright Kitty" he asked, looking at her.

"Do I look alright?" Kitty yelled. Her shirt had a circular hole in the front and back, showing a moderate burn on her stomach and her back that was a perfect circle three inches wide. Her powers had saved her life but she was still in a lot of pain.

Logan quickly brought everyone back to the institute. Kitty was taken to the infirmary. The students waited outside while the adults and Ax examined the burn. [[What caused this?]] Ax asked.

"This gun" Wolverine said, showing it to him. Ax recognized it immediately.

[[That is no gun. It is a Dracon Beam, a Yeerk weapon]] he said. [[If Kitty hadn't phased the beam through her she would have been killed.]]

"But how did it affect her when she phased?" Storm asked.

[[It wasn't the beam that harmed her]] Ax said. [[The Yeerks added unnecessary heat to the weapon, just to cause their victims extra pain as they die. _That_ is what hurt Kitty.]]

"How did Sabretooth get a hold of it?" Logan asked.

"I've looked through Sabretooth's mind" Xavier said. "Magneto gave it to him."

"Wonderful" Storm said. "If he let Sabretooth have this one he must have more."

[[This is very bad]] Ax said. [[If Magneto possesses Dracon Beams than he has either allied with the Yeerks or has raided one of their facilities.]]

"We can discuss the implications later" Xavier said. "Ax, do you have anything that can help Kitty?"

[[One moment]] Ax said. He took one of his Shredders and dismantled it. Then he reassembled the components in a new shape, one that resembled a lamp. He turned it on and a faint green light shone on the burn. [[Kitty, I need you to let the light phase into you.]] She did and the pain lessened.

"What is that?" Xavier asked.

[[I've rebuilt the Shredder into a medical lamp]] Ax said. [[It transfers energy directly into the body, accelerating the patient's natural healing process. Kitty's phasing ability will help her absorb the energy more efficiently, healing her even faster. However it won't stop the burn from leaving a scar, but it's the best I can do without an Escafil device.]]

"A what?" Storm asked.

[[An Escafil device is used to give the morphing ability]] Ax explained. [[With that Kitty could morph something and then demorph, which would heal the burn completely, it would even remove the scar.]]

"So what do we do now?" Storm asked.

"First erase Sabretooth's mind" Wolverine said. "Then dump him as far from here as possible."

The farthest place possible happened to be the arctic. After Xavier removed memories of the institute and the Dracon Beam Logan shoved him out of the Blackbird. When Sabretooth recovered he had no idea where he was or why. All he could do was try to make it back to civilization.


	14. Survival of the Fittest

Chapter 13: Survival of the Fittest

After the attack by Sabretooth the teachers decided the students could use some survival training. Xavier had signed them up for a weekend at Ironbacks Survival Camp, since none of the students wanted to take survival lessons from Logan. Kitty was still recovering from the attack so she remained at the institute.

Coincidentally, Mystique had signed up the Brotherhood for the same survival camp. However Blob didn't go due to an event at The Sharing, which Blob had joined a few weeks ago. That club had expanded into Bayville recently and Mystique had plans to investigate it. But for the moment she had other priorities, like releasing the Juggernaut from prison.

She had gone to the prison disguised at a guard. After releasing him she expected the Juggernaut to cooperate. In exchange for delivery of Cerebro Mystique would let him do whatever he wanted with Xavier. However he batted her aside and simply walked out of the prison, not caring about gathering attention.

Back at survival camp the first task for everyone was an obstacle course. Everyone had to climb up a rope, slide down a line, get in a raft and cross the river. Scott and Lance ended up turning the course into a race. When they reached the rafts Lance used his power to shake the earth and push Scott into the water. As Lance crossed the river his raft was hit by one of Scott's eyebeams and tossed him into the water. Scott took the lead and crossed the finish line first.

The X-Men and the Brotherhood started arguing over who cheated. The instructor noticed and stopped it. He gave them a new task. Retrieve a flag from the top of Mt. Humiliation and bring it back with a team photo at the top.

Scott rushed his teammates as quickly as possible. Evan barely kept up, having lived in the city for most of his life. When everyone reached the mountain Scott tried to ignore the "no powers" rule for the camp, wanting to get to the flag as quickly as possible. Jean quickly corrected him, refusing to use a rope that had been secured with one of Evan's spikes.

While climbing the mountain everyone felt it shake. They didn't know that the Brotherhood had tried to take a shortcut through an abandoned mine. The shaking had come from Lance trying to clear a path. Instead it had trapped them inside a cave in. Rogue spotted a mineshaft leading straight down and heard Toad complaining at the bottom.

Since this was a life or death situation the X-Men rescued the Brotherhood. They may be jerks but they didn't deserve to be stuck in there. When they were out of the mine the race to the flag resumed. Both teams made it to the top at the same time. They were fighting over the flag when the Blackbird arrived. Storm was inside and told everyone about the Juggernaut attacking Xavier and Mystique at the institute. Everyone boarded the Blackbird and it flew away, dropping off the flag and a picture of both teams at the instructor.

During all of this the Juggernaut arrived at the institute. Logan and Ax in human morph stood outside the front door, waiting for him. With a Shredder in one hand and a Dracon Beam in the other Ax fired both weapons at the Juggernaut. The green and red beams struck the Juggernaut, who only felt them tickle him. Ax increased the weapons to maximum power and fired again. This time they damaged his outfit and left minor burns, but the Juggernaut's invulnerability prevented further damage.

"Fancy toys won't stop the unstoppable" Juggernaut said. He charged in and tossed Ax out of the way. With no healing factor like Logan the impact knocked Ax out of the fight. Logan slashed his claws at the Juggernaut several times, but only left a mark where Ax had already burned him. Juggernaut grabbed Logan and threw him into the mansion.

Juggernaut walked inside, destroying everything in his path. He walked right through Cerebro, damaging it beyond recognition. Mystique was infuriated when she saw the damage. She followed the path of destruction to the Danger Room, where Xavier was waiting for the Juggernaut.

"You lumbering imbecile!" Mystique yelled. "What did you do? Sit on Cerebro? What happened to our deal?"

"I don't make deals!" Juggernaut said as he smacked Mystique aside. She slid across the Danger Room, stopping at Xavier's feet.

With Logan out of the fight Xavier knew he had to activate the Danger Room. "Active Logan's run X13." The voice command brought to life several large saw blades, spinning maces, and laser turrets. The Juggernaut quickly destroyed the equipment, annoyed with Xavier's pathetic defenses.

At that moment the X-Men and the Brotherhood arrived in uniform. "Take a break Wolverine" Scott said.

"We'll take it from here" Lance said.

"Well now, this is a surprise" Mystique observed.

"Remove his helmet" Logan ordered.

Jean attempted to telekinetically lift the Juggernaut away from Xavier. She was only able to hold him up for a few seconds and had to drop him. As he fell Tobias as a rhinoceros charged into the Juggernaut, pushing him a few feet to the side. Kurt teleported in and opened one latch, but was tossed aside as Juggernaut recovered.

Tobias tried to charge into Juggernaut again, but was hit by his massive fist tossing him across the room. Scott fired an eyebeam, hitting a spot that had been weakened earlier making Juggernaut stumble backwards. Avalanche shook the ground, deforming the floor beneath Juggernaut and tripping him. Pietro blurred in and opened a second latch before getting tossed away.

Storm came in and generated tornado force winds around the Juggernaut, disorienting him. Rogue took a sample of Toad's power and they both hopped on Juggernaut, each removing one latch. With all four latches opened they hopped away, allowing Scott to fire another eyebeam and knock off the helmet.

Now vulnerable, the Juggernaut was attacked by Xavier's mind. Several physic blasts were needed to bring him down, and Juggernaut fell at Xavier's feet. With the battle over the X-Men and the Brotherhood cheered in victory.

"Now there's something you don't see everyday" Mystique said.

"I agree, and that's a shame" Xavier replied.

"Come on boys" Mystique said. "Let's get out of here before you're invited to a slumber party."

Later that night Xavier and Logan returned the Juggernaut to the prison that held him before. Xavier had a chat with the warden regarding tighter security. After he left a S.H.I.E.L.D. helicopter landed at the prison, with Nick Fury exiting it.

Fury had known about Juggernaut escaping and did everything in his power to keep the local authorities from attempting to fight him. He let Juggernaut reach Xavier's institute, knowing that only Xavier's telepathic attacks could bring him down. There had been risks, but Fury calculated that Xavier's X-Men would have been able to remove Juggernaut's helmet and have Xavier disable him.

In the prison Fury walked up to Juggernaut's cell. A special container filled with a unique paralyzing fluid to keep him sedated. Then Fury saw that Juggernaut's outfit had been damaged and he had two minor burns on his chest. _What could have done _that_ to the Juggernaut?_ he wondered. No mutant he knew of had that kind of power. _What is Xavier hiding this time?_

_A/N: Not a whole lot I could do with the episode. Juggernaut breaks out, Juggernaut attacks, Juggernaut gets beaten by Xavier, end of story. Up next Ax makes a very long distance phone call.  
_


	15. Calling Home

Chapter 14: Calling Home

A few weeks have passed since the Juggernaut attacked. It was the last week of school for the students, and they had finals to prepare for. Xavier had been busy repairing Cerebro, and Ax volunteered to help. The repairs were nearly finished and Xavier wanted to find any mutants that developed their powers during the time Cerebro was offline.

What Xavier didn't know was that Ax had been modifying Cerebro during the repairs. Using components from his scanner and thought speech communicator he had improved its processing speed, expanded its memory capacity, increased power efficiency, and rewritten its software. The most important modification was the installation of a Z-Space transponder, taken from the thought-speech communicator.

The communicator only had a range of a tenth of a light year, nowhere near enough to reach the Andalite homeworld. By installing it's transponder into the modified Cerebro the communication range was multiplied a thousand fold, enough to reach the homeworld. However the transponder was never designed for that distance, and it would certainly overheat if a communication lasted too long.

In the middle of the night Ax was busy rebuilding Cerebro's control helmet. The telepathic interface was the most efficient means to transmit his words through the Z-Space signal. While making it compatible with Andalite thoughts Ax heard a scream coming from one of the student's bedrooms. Ax ran up to the room, careful not to trip on the stairs, and found Rogue recovering from a nightmare.

[[Are you alright?]] Ax asked. Behind him Scott, Jean, and Kurt entered the room.

Rogue was clearly shocked by the nightmare she had. She described how she had seen a woman being chased through the woods while carrying a baby. While crossing a rope bridge she had dropped the baby into a river. Looking at Kurt she realized he was the baby from the nightmare. Rogue mentioned that she's been having this nightmare several times.

"Ax, could this be like when you tried to reach us?" Jean asked, remembering her nightmares from when Ax was still trapped in the sunken dome.

[[No]] Ax said. [[If this was from an Andalite I would have had the dreams as well.]]

"Maybe the professor can sort this out?" Scott said. "But we should wait until morning, it's pretty late."

[[That's alright Scott, this is important]] Xavier said, having listened in from his bedroom. [[Rogue and Kurt, please come to the library with Jean. The rest of you should get some sleep, you all have finals tomorrow.]]

With the professor and a few students awake Ax decided to get some sleep. If he went back to working on Cerebro now someone would get suspicious.

The next day the students went to school, Xavier left the institute for reasons Ax didn't know, and Logan took the Blackbird to Europe. With only Storm in the mansion Ax went back to Cerebro. He quickly finished modifying the control helmet, the final touches being two holes for his stalk eyes to fit through. Ax put on the helmet and activated Cerebro. With the Z-Space transponder online Ax mentally reached into the void, searching for the homeworld. Within minutes a computer screen on Cerebro came to life, revealing an Andalite face.

_[[Who is this? This is a high security link. You are not an authorized sender. State your name and location.]]_

[[My name is Aximili-Esgarrouth-Isthill. Brother of Elfangor-Sirinial-Shamtul. Son of Noorlin-Sirinial-Cooraf and Forlay-Esgarrouth-Maheen. I am on the planet called Earth.]]

_[[Is War-Prince Elfangor with you?]]_

[[I fear his life ended. Both Dome Ships were destroyed. I don't know if there are any other survivors.]]

This news shocked the Andalite on the screen. _[[_Two _Dome Ships were lost? How is that possible?]]_

[[The Yeerks had a Blade Ship hidden on the planet's moon. It ambushed the Dome Ships from behind and destroyed one of the Dome Ships while both were focusing on the Yeerk Pool Ship. It took the combined effort of all the Yeerk ships to bring down the second Dome Ship. _All_ of the ships in orbit were either destroyed or crashed onto the planet.]]

_[[Then Earth had not fallen.]]_

[[Not yet. But I have reason to believe that the Yeerks were already on-world before the battle. The humans are unaware of them. I have informed a small group of humans and we will fight when they are ready.]]

_[[How could a small group of humans possibly fight the Yeerks?]]_

[[These humans possess special abilities. They are what humans call mutants.]]

Suddenly the Andalite on the screen was replaced with another Andalite. He was old, but clearly possessed immense power. Ax recognized the face, every Andalite could. This was the head of the Andalite War Council, Lirem-Arrepoth-Terrouss.

_[[These mutants you've contacted. What powers do they posses?]]_

[[Telepathy, telekinesis, eye beams, intangibility, accelerated bone growth, weather control, healing factor, teleportation, and power absorption.]]

_[[Those could be a great asset to our cause. Have the Yeerks infested any mutants?]]_

[[I do not know. But there is another faction of mutants that is pushing Earth towards civil war. _When_ that civil war happens the Yeerks will be able to infest the remains of humanity with ease. We need another ship here to prevent that.]]

The visual feed started to waver, a warning that the Z-Space transponder was beginning to overheat. Ax adjusted the controls on Cerebro, hoping to extend his communication time.

_[[The entire fleet is engaged in other systems. More ships are being built but it will take time. At best a ship will arrive in a year. You are on your own.]]_

[[I understand.]]

_[[Now how have you come to contact us? This is a Z-Space transmission. Humans don't possess the required technology.]]_

Ax had been hoping that question wouldn't have been asked. [[I made some modifications to a primitive human machine.]]

_[[So you break the law of _Seerow's Kindness_. You transferred technology to the humans.]]_

[[I didn't have a choice. The people needed to know what happened at Earth. There were no other options.]]

_[[I understand the temptation to go beyond the law when fighting the Yeerks. I was an advisor to the Hork-Bajir. They were our allies, but they were not our people.]]_

[[The Hork-Bajir were not a vital race. If Earth falls like they did we will _lose_ this war.]]

_[[I am giving you an order: Fight the Yeerks. But give the humans no technology.]]_

[[The Hork-Bajir fell _because_ we didn't share technology. If we had they would still be a free people. I won't repeat that mistake.]]

_[[And if Seerow _didn't _share technology the Yeerks would have never attacked the Hork-Bajir at all. Meddling in other races development only brings disaster. That's why the law exists, you know that.]]_

[[I'm sorry, but if I have to break the law to save this world I will do it.]]

_[[You're just like your brother.]]_

Suddenly the connection was terminated. Cerebro had shut down and power throughout the institute failed. In seconds the backup power systems turned on, giving the room a dim lighting. Smoke was coming out of cracks in Cerebro's hardware. Ax opened a panel on Cerebro and found burnt wiring, warped metal, and fried circuitry inside. The Z-Space transponder had melted into slag.

_Completely ruined_ Ax thought. It would take weeks just to get Cerebro online, but without a functional transponder it wouldn't be able to reach the homeworld again.

While Ax thought about what to do now the door to the room opened. Storm walked inside and saw the smoke. "What happened in here?"

[[Please find the others Storm]] Ax said. [[I have a confession to make.]]

Ax waited for all of the X-Men to return from school. Everyone except Logan, still in Europe, gathered in the living room. "What's this about Ax?" Tobias asked.

Ax explained to everyone how he had contacted the homeworld, and how he had broken Andalite law doing it. He described the law of Seerow's Kindness, which forbids sharing technology with other species. How Prince Seerow had taken pity on primitive Yeerks and gave them access to technology. And they used it to conquer other species, beginning the war that had spread to Earth.

[[As you can see, the war is our fault]] Ax said. [[If Seerow hadn't meddled with another race, several others would still be free.]]

Everyone remained silent, taking in everything Ax had explained. Xavier broke the silence "So your law exists to prevent history from repeating itself."

[[Yes. If I help you advance, and humans become a new race of conquerors, my people will talk about _Aximili's Kindness_. And I'll be the one who goes down in history as the new example of a fool.]]

"You don't know that" Scott said. "Just because the Yeerks misused your tech doesn't mean we will."

"Yea man, your guy Seerow wasn't wrong" Evan said. "He just picked the wrong species."

"We just want to be your friends" Kitty said. "You don't have to share tech to do that."

[[Sharing technology likely won't matter soon anyway]] Ax said. [[You humans learn and adapt very quickly. Your own technology advances faster than ours ever did. Your very biology is beginning to evolve beyond our own. Someday you may be greater than even the Andalites.]]

"No" Jean said. "Because whatever we learn, you'll learn."

"We'll do it together" Scott said. "With humans and Andalites working together, we'll accomplish far more than either could do alone."

[[Very well]] Ax said. [[Once the Yeerks are gone I will do whatever I can to make that future a reality.]]

"And we will help you along the way" Xavier said. "Now if we are being honest with each other, I believe there is a question that everyone wants to ask."

"_HOW_ do you eat without a mouth?" everyone asked at once.

_Did they practice that?_ Ax thought. [[We eat as we run]] he explained. [[Our hooves crush the grass, and the nutrients are absorbed into our systems. We drink in the same way, by putting a hoof into the water.]]

"Your species is weird" Rogue said.

_A/N: I was never going to change the reveal that Mystique is Kurt's mother. So just assume the rest of that episode happened the way it did on the show. Repeating that here would just be needless filler. Up Next: Weapon X is recommissioned._


	16. Double Doppelganger

Chapter 15: Double Doppelganger

A few days passed since Ax contacted his homeworld, and everyone was enjoying their Saturday morning. Ax had just acquired a Northern Harrier morph, and was flying above the mansion with Tobias as a Red-Tailed Hawk.

[[You were right]] Ax said. [[Flying is amazing.]]

[[It always is]] Tobias replied. [[When I first flew I was seriously tempted to stay as a bird for good.]]

[[Really?]] Ax asked.

[[Yea my life was pretty bad before Xavier came]] Tobias explained. [[Coming here was the best thing to ever happen to me.]]

Tobias and Ax flew past the mansion and the cliff overlooking the ocean. When they turned around Tobias spotted the hanger door opening. [[Was there a mission today?]] Ax asked.

[[None that I know of]] Tobias said. [[Let's fly in there and see who's taking the Blackbird.]]

They flew through the opening doors and found the Blackbird start to take off. Landing on the Blackbird's landing gear they held on with their talons. When the Blackbird flew out of the hanger the landing gear retracted, bringing Tobias and Ax inside the Blackbird. [[Who is in there?]] Tobias asked.

[[Tobias, even if they hear us they won't be able to respond]] Ax said.

Ax was proven wrong when Kitty phased her head into the compartment. "How did you two get in there?"

[[We can compare notes after you phase us into a larger space]] Tobias said.

Kitty picked up Tobias and Ax and phased them into the room Kurt was waiting in. They demorphed and waited until the Blackbird landed. During the trip Kitty and Kurt explained how Logan had gone nuts earlier. When the Blackbird landed Kitty phased Tobias out and Kurt teleported with Ax.

Looking around everyone found they were in some forested mountains with over a foot of snow on the ground. Ax spotted tracks in the snow leading away from the Blackbird, showing that Logan had walked into the woods. Kurt teleported into the Blackbird's cockpit and tried to radio the institute, but found the signal being jammed.

With no way to contact the institute everyone followed Logan's tracks. As they walked through the woods no one noticed the hidden cameras watching them approach a hidden lab. Inside the hidden lab a thin, bald, old man wearing goggles watch the video. Of the four strangers the man dismissed three of them as merely practice for Weapon X. The fourth one caught his attention.

"Now what kind of mutation could alter the body so… drastically" he wondered. "Any ideas Bigfoot?" he said as he turned towards Sabretooth.

"I told you not to call me that Doctor" Sabretooth said. He looked at the screen and looked at Ax. "I have a score to settle with that four legged freak."

"Indeed" the Doctor said. "Go fetch a sample of his genetic material. I have a colleague that would love to study it. This could be a second or third generation mutant. Once you have the sample feel free to dispose of the rest."

"Gladly" Sabretooth said.

The Doctor turned towards another screen which observed Logan. He was still resisting the microchip planted in his brain many years ago. The Doctor increased the signal strength to the microchip, finally overwhelming Logan's self-control. Through the signal the Doctor issued new orders. Kill the three regular mutants, but leave the four legged one to Sabretooth.

Logan turned and smelling the air, finding four people following him. With his claws extended Logan ran towards them. As he approached Logan jumped out of the woods and attacked. Kurt teleported Ax out of the way and Kitty phased into the ground, leaving only Tobias vulnerable. With no time to get into a battle morph Tobias was helpless and was stabbed by Logan.

"Tobias!" Kitty screamed as she phased out of the ground. She could see Logans claws in Tobias's chest, just below the heart. Kitty watched as Tobias slowly placed his hand on Logan's exposed chin, taking his DNA. Logan's claws retracted and Tobias fell to his knees. Barely conscious Tobias started to morph into Logan's form, healing his wound. Having focused on morphing himself Tobias's uniform didn't morph with him, instead it stretched into Logan's frame. With his strength restored by Logan's healing factor Tobias stood up, and extended bone claws from his hands.

From the hidden lab the Doctor watched as Tobias morphed and healed. _Fascinating _he thought. _He's replicated Wolverine's organic body, even the original claws._ Wanting to study Tobias the Doctor ordered Logan to focus on him, to test if the replication included Logan's skills.

While Tobias recovered from the mental whiplash of almost dying and instantly healing he was stabbed by Logan again. Reacting Tobias stabbed Logan back with his own claws, which stopped when they hit Logan's Adamantium skeleton. With his free arm Logan slashed the claws in his gut, cutting them into pieces. Tobias kicked Logan back, forcing the metal claws out of his chest.

Both Logan and Tobias healed in seconds. The Doctor knew this wasn't going to end anytime soon so he had the computer record the fight. He turned his attention to Sabretooth, who had tracked down the others.

"You sure we should have left Tobias behind?" Kurt asked.

"He morphed Logan, he'll be fine" Kitty said.

[[Look out!]] Ax yelled, having seen Sabretooth coming from behind. He dodged while Kurt teleported Kitty out of the way.

"I've been looking forward to this" Sabretooth said. As he attacked Ax tried to get out of the way, but stumbled in the snow. Sabretooth tackled Ax and brought him to the ground. Ax made several attacks with his tail blade, but each wound quickly healed. "Not so tough without your toys?" Sabretooth caught Ax's tail and with his free hand severed it with his claws. "Now you're helpless."

[[Not entirely]] Ax said. He grabbed Sabretooth's hand and took his DNA. _If this worked for Tobias it will work for me_ he thought. Immediately Ax morphed into Sabretooth, surprising him.

_This one too?_ the Doctor thought as he watched Ax morph. _Maybe they're related?_ He watched the two Sabretooths fight the same unending battle as the two Logans, speculating on how both mutants could have the same replication power and if it could be duplicated. He completely forgot about the other two mutants, which were running straight for an entrance to the lab.

Kitty had panicked when she saw Sabretooth. Her stomach was still sore from the last time she saw him. She simply ran away, too scared to fight him. Kurt followed her, not sure how to calm her down. When he caught up Kitty tripped over a stray root and fell into a small crevice, with a metal door hidden inside.

"Think we should go in there?" Kurt asked after he teleported down.

"It's better than out here" Kitty said. She phased herself and Kurt through the door and into the lab. After running through a few metal corridors they found the control room. Kitty phased them inside and found the Doctor watching the screens, oblivious to their entry. Both of them realized that this person was responsible for Logan's problems.

Taking advantage of the Doctor's distraction Kurt grabbed the Doctor and teleported out of the lab. Kitty phased into the machinery, disrupting the electronics inside. When the machinery started to explode Kitty phased out and ran out of the lab. With the machinery destroyed the signal controlling Logan stopped.

When Logan realized he was free from the Doctor's control his claws were in Tobias's back, and was about to throw him off a cliff. He put Tobias down and retracted his claws, watching Tobias heal. His uniform was torn to pieces and Tobias's was shredded. "Don't morph me ever again" he said. "It's really creepy."

"Can we do something first?" Tobias asked. "I want to see Sabretooth's reaction to getting attacked by two of you."

"Fine" Logan said. He and Tobias ran after Sabretooth, who was still fighting Ax. Sabretooth had the advantage of skill but the healing factor was preventing either of them from making any permanent damage.

"Of all the things I've seen in my long life, I never expected to have to fight myself in the nude" Sabretooth said. Then he heard Logan coming and saw two of him arrive. _I can fight Logan, I can fight myself, but two Logans and myself?_ he thought. Realizing that he couldn't win this fight Sabretooth ran into the woods, following the scent of the Doctor.

With all the kids safe Logan relaxed. He watched Tobias and Ax demorph and led everyone back to the Blackbird. After flying back to the institute Logan had the microchip in his head surgically removed, which was difficult due to his healing factor and the Adamantium in his skull.

That night Sabretooth caught up with the Doctor, who had retreated to an old cabin in the mountains. He dropped of the 'sample' of Ax, took his payment, and left. The Doctor examined the severed tail blade and called his colleague.

"_What do you want Doctor? I'm a busy man."_

"I have something you will be very interested in."

"_I highly doubt that. Weapon X never held my interest."_

"This is something completely different. How would you like to examine the genetics of a mutant with the torso and legs of a horse, a tail like a scorpion, extra eyes, and can replicate another mutant's form and powers through touch?

"_You must be joking. No X-Gene mutant could possibly have all of that."_

"It's no joke. I observed it and have a piece of the mutant's tail to study."

"_Very well I'll take a look at it."_

"I'll bring it to you in person, Dr. Essex."

_A/N: No I am not making Logan Tobias's standard battle morph, or Sabretooth for Ax. They will only be using those morphs when absolutely necessary. Wolverine Publicity is bad enough when there's only one of him running around._


	17. The Cauldron

Chapter 16: The Cauldron

On a Friday afternoon, Xavier was testing a reconstructed Cerebro. Ax's contact with his homeworld had damaged most of the components and it was simply easier to rebuild Cerebro instead of repairing it. Cerebro had been rebuilt deeper into the institute, and was now positioned inside a large spherical room with a narrow walkway leading to the center where the controls were placed.

After a calibration scan of the world's mutant population Cerebro was ready to detect new mutants. Xavier found a new one off one of Hawaii's islands. He was surprised when he found that the mutant was Alex Matthews, formerly Alex _Summers_. Scott's brother was alive. Immediately Xavier informed Scott and they left with Logan in the Blackbird.

After seeing the Blackbird leave, Kurt suggested that everyone go to a local beach. He knew a spot where they wouldn't be disturbed by anyone. Evan, Kitty, Rogue, and Tobias agreed to go. They climbed into the X-Van after failing to find Jean. Ax declined the offer to go to the beach, since sand and sea water didn't agree with his hooves.

After the students left Ax walked to his scoop, which was a shallow depression about five feet deep in the ground. He opened the retractable roof that hid it when not in use. Inside Ax left his weapons and scanner on a small table while he turned on three small television sets. Occasionally Ax would watch three shows at once, one with his main eyes and one with each stalk eye.

Currently on one TV there was a news program about this 'Reed' person in an experimental accident, rumors of a four person team with fantastic abilities, and a revolution in a small country called 'Latveria' across the world. Another TV had these 'reruns' of an old show, the one with the friends. The third TV had Ax's favorite program 'These Messages'. He had no idea why people would skip them, because Ax found them very entertaining.

After watching shows for ten minutes all three TV's simultaneously turned off. _Unreliable Earth technology_ Ax thought as he tried to find the problem. Suddenly the TV's flew into the air, along with everything else in the scoop that contained metallic components. Too late Ax realized that his weapons had flown into the air as well. Looking up through the tree branches around his scoop Ax saw Magneto in the air with all of Ax's stuff revolving around him.

Magneto observed Ax, taking satisfaction at disarming him. He let everything but the weapons fall to the ground, and positioned the Shredder and Dracon Beam in front of him. Clenching his hand into a fist Magneto amplified the magnetic field, crushing the weapons. _You won't get the better of me again_ he thought.

_Wonderful, limited to my tail and my morphing now_ Ax thought. He considered morphing into Magneto's form using the DNA he took from his last encounter, but he had never practiced with it and would surely lose against the original master of magnetism. Ax decided to save that option and waited for Magneto to make the next move.

The next move was summoning a large metallic sphere to the ground next to Ax. When the sphere opened several metal cables emerged from it and moved towards Ax. He cut them apart with his tail blade but they were held together by magnetism. The cables wrapped around Ax's arms, legs, and tail and pulled him into the sphere. Once Ax was inside the sphere it closed and a faint gas was released inside, drugging Ax into unconsciousness.

Magneto sent the sphere to his new base of operations, Asteroid M. In the meantime he traveled to Hawaii as fast as he could to 'recruit' two more mutants to his cause. When he arrived he found that Xavier had arrived first, as he expected. With Xavier still in the Blackbird Magneto pulled it into the air. Logan tried to get in the Blackbird but Magneto threw him towards another island where Sabretooth was waiting.

With Xavier on his way to Asteroid M Magneto approached the two remaining mutants. He informed them of Sanctuary at Asteroid M, where they could fully develop their powers. Scott was suspicious from the beginning but Alex convinced him to go. Magneto summoned another metallic sphere to take them to Asteroid M.

Meanwhile Tobias and the other students were ambushed by the Brotherhood on the way to the beach. Lance earthquaked the road and sent the X-Van crashing into Blob. Blob picked up the van and turned it over, dumping everyone onto the beach. Lance shook the beach, causing the students to sink into the sand.

Kurt and Rogue teleported out of the sand while Kitty phased out with Even. Tobias morphed into a grizzly bear and forced his way out of the sand. Blob jumped on top of Kitty, prompting her to phase through him. The experience that was Blob's insides caused Kitty to pass out.

Lance was trying to bring down Kurt when he teleported onto a rock formation. Lance shook the rock apart, sending Kurt falling in the rubble. Kurt teleported, but brought some of the rubble with him, which knocked him out when he hit the ground. Lance didn't have time to gloat as he was tackled by an angry grizzly bear. Tobias tossed Lance away and into the water.

Even was trying to hit Pietro with spikes, but constantly missed. Pietro ran around Evan at super-speed kicking up sand which buried Evan up to his head. At the same time Rogue easily dealt with Toad, catching his long tongue in the X-Van's door.

With three X-Men and two Brotherhood members down the respective teams regrouped. Rogue and Tobias waited for Blob and Pietro to make a move when four metallic spheres landed. Blob and Pietro climbed into the spheres while Rogue and Tobias were taken by force. Inside knockout gas was released and Tobias barely had time to demorph before losing consciousness.

At Asteroid M the Blackbird was placed on a landing platform. Magneto forced Xavier's wheelchair to bring him to an observation deck. Asteroid M was positioned above the arctic, and the Northern Lights could be seen in the night sky.

"What is all of this about?" Xavier asked.

"Preparation" Magneto said. "Your X-Men face a trial by fire, as do my own recruits. Mutant against mutant, one shall stand, one shall fall. The victorious shall take their place here at Asteroid M. Once they have gathered here at this place of solitude, they can fully realize their mutant abilities. Safe from the coming threat."

"Don't do this" Xavier said. "We can introduce ourselves to mankind as friends, not enemies."

"This has nothing to do with mankind" Magneto corrected. He magnetically summoned a telescope and positioned it and Xavier to view a specific spot in the night sky. Xavier looked through the telescope and only saw stars. "Watch" Magneto said as he focused his power on that spot in the sky. He peeled away an electromagnetic field and a cloaking field with it, revealing a large ship resembling a spider with three long legs.

"What is it?" Xavier asked. While he realized what this ship had to be, he hoped that he was wrong.

"That is the threat to mutantkind" Magneto said. "It arrived one week ago as I was finishing this Sanctuary. From here I can sense its magnetic field that hides it from the people below. It has sent several smaller crafts to a hidden base near the pacific coast, containing creatures not of this world. As you can see we do not have time for peaceful integration with the world. A war is coming and we must be ready for it."

"And how do you plan to defeat these… invaders" Xavier said.

"Once the victors have fully developed their powers we will take the hidden base and use its technology against the ship in orbit" Magneto explained. "They will pay dearly for coming to _our _world."

"What happens to the victors that won't come willingly?" Xavier asked.

Magneto led Xavier to another room. Inside were several large glass cylinders, with Jean, Storm, Rogue, and Tobias inside them. The cylinders were pressurized, keeping them unconscious. "Soon they will see the need to bring down the invaders" Magneto said.

"Erik, you can't force this on people" Xavier said.

"Indeed, but there are others that have seen the light" Magneto said.

On cue Pietro and Blob walked into the room, followed by Scott and Alex. Xavier couldn't believe that Scott would have listened to Magneto.

Scott saw the people in the cylinders. "Hey what is this?" Scott asked Magneto.

"Simply a precaution" Magneto said. "Not everyone has the maturity to accept the need for change as you do."

"Let them out, NOW!" Scott yelled, putting his hand up to his glasses.

"I will, we just need to proceed cautiously" Magneto said. "They are perfectly safe."

[[Are they Scott? Are any of us safe?]] Xavier asked. [[I know this man well, his motives cannot be trusted.]]

The look on Scott's face tipped off Magneto to what Xavier was doing. He moved Xavier into position for another glass cylinder to pacify him. Xavier managed to send a telepathic warning to Logan before losing consciousness. Scott was about to release an eye blast at the container when Magneto stopped him.

"Do that and he will not survive the decompression" Magneto warned.

Scott was about to blast Magneto when Alex calmed him down. Magneto gave both of them time to reconsider his offer while he attended to other business. Scott and Alex went to the observation deck and talked about when they were separated after the plane crash that killed their parents.

Magneto walked deeper into the asteroid, headed for a special prison cell. Inside the cell was Ax, restrained with dozens of metal cables, allowing only his head to move. Magneto's helmet blocked Ax's thought-speech, rendering him deaf to Ax's questions. Ax guessed that Magneto couldn't hear him and morphed into his human form.

"Fascinating ability" Magneto said. "Does all of your kind possess it?"

_No point in lying now_ Ax thought. "Most do, but few use it" Ax said. "I'm only using it now because you clearly can't hear thought-speech with that telepathy blocking helmet on."

"Tell me, how many of your kind are on _our_ world?" Magneto asked.

"I'm not aware of any others" Ax admitted.

"Liar" Magneto said and magnetically tightened the restraints. "I know about the hidden base beneath one of our cities and the cloaked ship in orbit."

_A Yeerk ship is here? Already?_ Ax thought. "That ship belongs to our enemies, and the base is likely theirs as well."

"If they are at war with your kind why have you brought it here?" Magneto asked.

"_They_ brought the war here and we followed to stop them!" Ax yelled. "I am not your enemy."

"Why do they want Earth?" Magneto demanded.

"They _don't_ want Earth" Ax corrected. They want Earth's _people_, humans and mutants. It's why they haven't simply razed the planet from orbit."

"What possible use could aliens have with humans?" Magneto asked.

"Our enemies, the Yeerks, are nothing more than slugs in their natural state" Ax explained. "They need to take the bodies of other races to experience life like we do. There are nowhere near enough hosts for the current Yeerk population. Earth contains over six billion potential hosts, enough to give them the sheer numbers to beat us."

"You expect me to believe that?" Magneto said.

"What you believe is not my concern" Ax said. "I'm willing to help you fight them."

"I don't want _your _help" Magneto said. "The future of this world belongs to mutants. Not humans, not Yeerks, and especially not YOU!"

Then Magneto left the cell, leaving Ax imprisoned there. With the restraints shaped around his human form Ax couldn't demorph without injuring himself. He struggled against the restraints, and claustrophobia. _Come on, I mixed four mutant DNA strands_ Ax thought as panic started to set in. _Surely I must have at least _one_ mutant power._

Back in the main area of the Asteroid Magneto revealed his Genetic Enhancer. He promised that it would give Scott and Alex complete control over their powers. Scott demanded a demonstration to prove that it was safe to use. So Magneto had the recently arrived Sabretooth enter the machine. He emerged with an even more feral appearance, more beast than man.

Scott was still suspicious, but Alex wanted to use the Enhancer. For his brother's sake Scott agreed to use the machine as well. As they entered Magneto magnetically depressurized the cylinders in the room, waking up Xavier and the other captives. Xavier attempted to warn Scott telepathically but the Enhancer's door slammed shut.

"Too late Charles" Magneto said. "He's mine now."

Scott and Alex emerged from the Enhancer with heavily muscular bodies and white hair. Magneto gave Alex the code name 'Havok' and asked Scott to remove his glasses. Magneto was about to show them the alien ship when a proximity alarm detected an aircraft approaching Asteroid M. Magneto opened a hatch on the roof, revealing a helicopter above them. He tried to pull it down, but discovered the helicopter didn't have any metal in it.

Magneto ordered Scott and Alex to shoot down the helicopter. They obeyed the order, since their minds had been altered by the Enhancer to make them loyal to Magneto. The brothers walked to a landing bay and fired their eye and hand blasts at the helicopter, bringing it down. However it fell towards the landing bay, with Scott and Alex in the way. They ran back inside and barely avoided getting hit.

When the helicopter came to a stop Logan, Kitty, Kurt, Evan, Toad, Lance, and Mystique exited it. The remains of the X-Men and Brotherhood left behind had put aside their differences to reach Asteroid M, using a prototype non-metal helicopter to get there. Mystique was about to attack Magneto when the entire asteroid was shaken by an explosion inside it.

Everyone was knocked off their feet, except Magneto who took to the air. While everyone else recovered he went to the nearest computer terminal to find out what just happened. The security systems reported a breach in the center of the asteroid, where the prison cells were located. _That alien must have taken a mutant's form_ he thought as he ran towards the prison cells.

Mystique saw Magneto leaving and ran after him. Lance and Toad rejoined Pietro and Blob while the X-Men rescued their teammates. Logan had cut open the cylinders when Sabretooth pounced on him. Before anyone else could attack another explosion rocked the asteroid. Part of the roof collapsed, separating the X-Men from Scott and Alex.

Deeper in the asteroid Magneto reached the prison cells. A spherical hole had been carved twenty feet wide in the rock. In the center Magneto saw a humanoid figure wreathed in flames. For a moment the fire took the shape of a bird before exploding, throwing Magneto back and carving away another five feet of rock. When Magneto looked again he saw even more fire raging around the person inside.

Ax didn't understand what was going on. He had expected one or a fusion of powers from the mutants he took DNA from, but this power wasn't even close to that. Before the power emerged he had panicked from claustrophobia when he failed to escape his restraints. That panic triggered his morph's X-Gene, and fire had erupted from his body with enough force to explode.

Even though he didn't understand this power, Ax enjoyed every second of it. It was like the sensation of taste had spread throughout his body. He threw his arms to the sides and the fire coalesced around his hands, and then fired in both directions blasting through all of the rock. However the exertion drained more energy than Ax expected, and he fell to the floor.

"That was intense" Ax said aloud. He tried to summon the fire again, but nothing happened. He barely had any strength left and passed out from exhaustion.

The damage Ax did to the asteroid caused it to begin falling from the sky. Magneto was about to leave when Mystique attacked him. As they fought their way back towards the Genetic Enhancer neither of them noticed Scott and Alex come around another corner.

The two brothers saw the damage to the asteroid, pausing at it despite it literally falling out of the sky. They had been trying to find another route to the Blackbird after they were cut off from the others. Scott saw Ax lying in the hollowed sphere, and with Alex helping they picked him up. Together they dragged him through the asteroid to the Blackbird where the X-Men were waiting.

"There they are" Jean said as she saw them approach.

"Where did they find Ax?" Tobias wondered aloud.

Kurt teleported down and grabbed Ax, then teleported back to the Blackbird. Before he could repeat that with Scott and Alex the landing platform broke in two, forcing the Blackbird to take off without them. Scott and Alex fell through the air, eerily similar to when they fell from a plane several years ago. This time they took each other's hand and used their powers to slow their decent and land safely. However they were still in the falling asteroid's path, with nowhere near enough time to run to safety.

The brothers focused all of their energy and fired everything they had at the asteroid. The beams tunneled through the rock and struck the Genetic Enhancer, which had just been used accidently by Mystique. The Enhancer exploded, destroying the asteroid with it. The explosion released a shockwave that negated the Enhancer's effects on Scott and Alex, returning them to normal.

As the asteroid was being destroyed two metal spheres escaped just ahead of the shockwave. Magneto and Mystique had barely escaped in time. Everyone realized both of them would be back sooner or later. For now everyone returned home for some much needed rest.


	18. Growing Pains

Chapter 17: Growing Pains

A few months passed since the destruction of Asteroid M. Xavier described the ship Magneto showed him to Ax, which he identified as a Yeerk Pool Ship. Between S.H.I.E.L.D. knowing about the invasion and Magneto's intent to fight the Yeerks it would take a considerable amount of time for the Yeerks to take Earth stealthily, even with a ship in orbit.

Ax described his human morph's mutant power, which Ax had tried to use again with no effect. Xavier suspected the problem was Ax's mind, which wasn't intended to activate mutant powers. It was also possible that morphing reset the morph's X-Gene, rendering it dormant each time Ax used that form.

During the few months Ax upgraded the institute's defenses. He provided designs for more efficient defensive weapons. While not on the level of Andalite or Yeerk weapons they would be able to handle anything used by humans. Ax also upgraded the security software used by the institute, personally encrypting the firewalls. It would take human hackers years to break the codes if they tried to hack over the internet. The computers were safe unless someone tried to hack from inside the building.

Meanwhile the students enjoyed their summer vacation while Xavier recruited several new mutants to the institute. To these students Xavier explained Ax as a more extreme mutation, and would judge on a case-by-case basis when they were ready to know Ax's true nature. All of the new students were scanned by Xavier for Yeerk infestation, and all were deemed safe.

The new students included a teenager that can create ice, another one that can propel himself with extreme force, a Brazilian girl that creates fire, a girl that creates weak fireworks, a boy with electrical powers, a boy that turns solar energy into increased strength, a girl that creates energy grenades, a girl that can shapeshift into a wolf, and a young boy that duplicates when hit.

Iceman, Cannonball, Magma, Jubilee, Berzerker, Sunspot, Boom Boom, Wolfsbane, and Multiple Man were given the team designation 'New Mutants' to distinguish them from the more experienced X-Men. Logan believed they would need more teachers to keep them under control, and a few tanks for good measure. Ax had to relocate his scoop after a few misplaced fire and lightning blasts destroyed it in the crossfire, prompting him to agree with Logan.

While observing the new mutants Storm turned on a news report. A school bus had just been saved by a mysterious red beam that deflected a falling car. No one on site could identify it, but it was clearly Scott's power. Xavier and Scott argued over the clash between doing the right thing and remaining anonymous. Scott was conflicted over the issue, believing that they should be helping people with their powers instead of hiding.

The next day at Bayville High there was a student assembly. Scott tried to get Jean's attention but she took a seat next to Duncan Matthews instead. Tobias and Rogue walked in at the same time and found seats next to a British girl, Risty Wilde. Tobias found her purple hair strange, but dismissed it as a British thing. Rogue seemed to like her, which Tobias considered to be a good sign.

When the assembly started the announcer introduced two new staff members, the new Principal Edward Kelly and the new Vice-Principal Hedrick Chapman. Kelly gave a speech about how everyone should embrace the unique talents he believed everyone possesses, and then asked everyone to support the Girls Soccer Team in the championship. After Kelly was finished Chapman announced that The Sharing was opening a new facility near the high school, and that he would be managing it. He officially invited all of the students to join if they wanted to.

That night all of the X-Men showed up at the soccer game. Since Jean played for Bayville's team Xavier chose to attend as well. Before the game began principal Kelly unveiled the new mascot, the Bayville Hawk. It was a large statue of a bird with its wings set on fire. As the game began it was interrupted when Toad stole the announcer's microphone and gave it to Lance.

Lance revealed the existence of mutants to everyone at the soccer game. After identifying himself and his buddies as mutants he revealed the X-Men as mutants. To prove his claim Lance used his power to split the arena in two, creating a chasm in the middle. Blob then climbed up the stands towards the new mascot, causing damage with each step. He picked up the mascot and was about to throw it when one of Scott's eyebeams knocked it out of his hands. However the mascot hit the school building and set it on fire.

In uniform the X-Men sprung into action. Evan threw spikes to destroy broadcasting equipment while Kitty phased through several cameras to short them out. Tobias morphed gorilla and tackled Toad, keeping him from causing any harm. Rogue grabbed Blob, draining him and taking him down. Jean dealt with Pietro, telekinetically lifting him into the air. Scott took down Lance with an eyebeam to the chest, knocking him out.

Storm flew into the air and summoned a downpour to extinguish the fire on the school building. However the secret of mutants had been exposed and everyone was suspicious or scared of the X-Men. However only the people at the soccer game knew, and Xavier choose to enter those minds to erase what they saw. He knew it would push himself to his limits, but Xavier had to take that risk.

One by one Xavier altered the memories of everyone present. In one out of every thirty minds Xavier found a Yeerk inside them, but was glad to discover he could affect them as well. Xavier was nearly finished when he started to pass out. The final mind was Principal Kelly, which Xavier was inside when he lost consciousness.

When Xavier woke up the next day he asked how much of the broadcast got out. Surprisingly none of it did. The station had simply shut down the moment Lance interrupted the game. Someone there had been warned before the interruption and pulled the plug on the broadcast. Ax speculated that there were Controllers running the station and didn't want mutants revealed, since that would increase public scrutiny and make the gradual takeover more difficult. With the realization that both sides were in agreement over the mutant issue, Xavier relaxed and went back to sleep.

_A/N: Yea a transitional chapter. Had to bring in the changes between the first two seasons here, and a few extra bits. To make up for this I am giving a small teaser of the next chapter._

_: In another life, she enforced destiny's hand. But in this life, the powers that be fixed that problem. Now she is different in a different way._


	19. Angel of the Night

_A/N: The books never mentioned Cassie's last name, so I picked one that I like._

Chapter 18: Angel of the Night

Cassie Maza was a normal African-American teenager with short black hair in her sophomore year of high school. She was one of the nicest people in her class, always comforting to whoever needed it. She had enjoyed helping her mother at her job at The Gardens and helping her father at the wildlife rehabilitation clinic in the family barn. However the life she enjoyed was slowly falling apart.

Financial cutbacks at The Gardens had forced them to layoff several employees, including Cassie's mother. She had found a temporary job at a local veterinarian clinic, but it was becoming difficult to make ends meet. Cassie's best friend Rachel had turned 18 and joined the army, which had surprised Cassie. Everyone had expected Rachel to go into modeling or actress work, not the military. Cassie's other friend, Melissa Chapman, was moving to a city in New York in a few weeks because her father had been hired as the vice-principal of another school there.

Then there were these strange pains that plagued Cassie. It started with her hands seizing up a few weeks ago, then her feet, and now her back. She had seen a doctor about them but they couldn't tell what was going on. Cassie was at the Weisman Mall with Melissa when the pains struck again. This time they were intense enough to bring Cassie to her knees.

"Are you alright?" Melissa asked.

_Feels like something's trying to claw its way out_ Cassie thought. "It'll pass" she said.

"You really need to get this looked at" Melissa said.

"I have" Cassie answered. "The doctors can't tell what's causing this without doing some operation my parents can't afford."

"Maybe you should cancel your date tonight" Melissa suggested.

"It's not a date, we just hang out" Cassie said.

_Keep telling yourself that_ Melissa thought. "I still don't know what you see in that David person."

"I know he's a little strange but deep down he's a good person" Cassie said. "Besides I need someone to hang out with after you leave."

"Hey I'll still be in touch" Melissa said. "I'll try to get you a picture of that spectacular vigilante that's supposed to be swinging around New York."

"Just don't give a copy to a newspaper, they'll make him look like a menace" Cassie said. Looking at her watch she said "I need to get going. David wanted to show me something at the abandoned construction site."

**OOOOOOOOOO**

David Burnett was a typical teenager in the upper middle class. He had blond hair and brown eyes, with a slightly muscular frame. A few weeks ago David Burnett had moved to this California city with his parents. David's mother worked for Nightstone Industries and business developments required them to move here from their old residence next to the Hudson in Manhattan. He missed wandering around Brooklyn, Lexington, and Broadway. As the new kid at school David had no friends, except for the girl Cassie. David wanted to be more than just friends with her, and planned to reveal one of his secrets to her tonight.

At sunset David and Cassie walked into the abandoned construction site, which reminded David of the Bronx. It was one of the few places in the city where they were guaranteed some privacy. Not even the homeless dared to live there. It was the perfect place for tonight.

"So what did you want to show me?" Cassie asked.

"First I want to know, do you… _like_ me?" David asked.

"You're my friend, of course I do" Cassie said.

"I like you _more _than that" David said. "I want to be more than friends Cassie."

Cassie was shocked at what David was suggesting. "I'm not ready for that kind of relationship" she said.

"Please, I think you're the one for me" David said.

"No I'm not…" Cassie was cut off when the strange pains struck again, worse than the last time. _Not Now!_ she thought.

"I'm certain" David said as he grabbed Cassie's wrist.

"Don't touch me!" Cassie yelled and slapped David's face. However instead of leaving a bruise, three long cuts were left on David's face.

"Why you little…" David yelled in pain. He was about to strike back when he saw Cassie's hands.

Cassie's hands had changed. They had turned into four digit claws. Suddenly Cassie's shoes were torn apart as her feet changed into three digit talons with a back hook lifted off the ground. Then two holes were torn in the back of Cassie's shirt as her back sprouted large bat-like wings. Then at the base of Cassie's spine a long tail grew, emerging just above her jeans.

The strange pains stopped and Cassie stood up. Her changed feet added half a foot to her height, and the top of her new wings reached a foot above her head. Cassie stared at her hands, shocked at what just happened. Then she felt a breeze on her wings and tail and stared at those as well.

"You're different too" David said.

"What!" Cassie said, about to panic.

"Look" David said. Cassie stared as David's skin and clothes turned gray. His frame expanded and his body became a living statue seven feet tall. "See" David said, his voice taking a deeper tone. "We're perfect for each other."

Cassie panicked and ran away from David, who chased after her. After almost tripping over her tail Cassie made a wrong turn and ran into a dead end, half built buildings on the sides and a tall rusting crane in front of her. With David blocking the way she came in Cassie started climbing the crane, her claws and talons digging into the rusty metal with ease. She was surprised at how easy this was, wondering where the strength to lift herself came from.

As Cassie reached the top of the crane it started to move. David had grabbed the bottom of it and started tipping it over. His stone form increased his strength dramatically, but also made him too heavy to climb after Cassie. As the crane tipped over Cassie jumped from it and her wings unfolded, letting her fly away from David. He could only watch as Cassie left him behind.

As the last of the sun's rays faded into the night Cassie flew through the air above the city. It was exciting and terrifying at the same time. She headed straight for home, not caring if anyone saw her in the air. _How am I going to explain this?_ she wondered as she landed in front of the barn next to the house.

Thankful that her parents weren't home yet Cassie entered the barn. The animals inside freaked at the sight of Cassie's change. She found a large pair of boots and shoved her talons inside them, hoping that would hide them. Then she wrapped her wings around her chest and put on a large coat. Next was a large pair of thick gloves to wear over her claws. Cassie was trying to find something to hide her tail when she heard her dad's truck pull in the driveway.

Walter Maza saw the lights on in the barn, and figured Cassie was feeding the animals inside it. He entered the barn and found the animals highly agitated and Cassie holding her hands behind her back. He also noticed the bulky clothing Cassie was wearing. "Why are you wearing that stuff at this time of the year?" he asked.

"Just feeling a chill" Cassie made up. She was holding her tail behind her back, hoping her dad wouldn't see it.

"Well once you finish up here come inside for supper" Walter said. "Your mom is working late so I'll just make some chili for us tonight."

"Ok dad" Cassie said. _Just go already _she thought.

Walter turned around and headed towards the house. _I must be really tired_ he thought. _For a moment it looked like she had a tail._ While he made his chili he saw a news report about a 'demon' sighting. Already there were rumors about it making a nest in the abandoned construction site where witnesses saw it flying from. Walter dismissed the 'demon' as nothing more than a slow news day.

Cassie took her supper to her room while her dad wasn't looking. In her room she examined her new body more closely. The wings were gorgeous, light yet strong. Her tail kept hitting things as it tried to balance her weight. She didn't like how her talons made it appear like she was wearing invisible high heels. Cassie was disturbed by her claws and how easily she had hurt David with them.

Looking out the window Cassie felt a sudden need to use her wings again. She climbed out the window and jumped, letting her wings catch the air. She flew above the woods near her home, enjoying the flight. After an hour her wings grew tired and Cassie landed in a meadow to rest. As she lied down in the grass Cassie saw something block out some of the stars, coming closer to her.

Cassie stood up and waited for the figure to come into view. She saw a man in red armor with a cape and a helmet, floating in the air. "Who are you?" Cassie asked.

"Someone who understands what you are going through" he said. "Uncertain whether you are blessed or cursed. Wondering if this is nothing more than a midsummer's night dream."

"What do you want?" Cassie asked.

"I want you to meet others like us" he said. "People that won't oppress you for what you are."

"I won't leave my home" Cassie said.

"Is it really your home anymore?" he asked. "Go and see if your parents will accept a daughter branded by the public as a demon."

"They will, I'm sure of it" Cassie said. She climbed the nearest tree and took to the air, flying back to her home.

When the house came into view Cassie saw her mother's car pulling into the driveway. Her dad was walking towards the barn when he stopped to talk with his wife Michelle while drinking a beer. Cassie landed behind them, startling both of her parents.

"Hi Mom, Dad" Cassie said.

Both of her parents were speechless. Walter looked at a beer can in his hand and emptied it, thinking someone spiked it. Michelle Maza walked up to Cassie, and touched one of her wings. Realizing this was real Michelle hugged Cassie, wondering how this could have happened. Walter joined them, wanting to help his daughter adjust to this change.

"Well this explains your earlier fashion statement" Walter said.

"I'm sorry for hiding this" Cassie said. "I was worried you would freak out."

"Those pains you had must have been these… changes trying to grow" Michelle said. "Can you really fly with these?" she asked while gesturing to Cassie's wings.

"More or less" Cassie said. _I knew that stranger was wrong_ she thought.

Magneto watched from the air as Cassie's parents accepted her. He hadn't expected that, having seen far too many mutants rejected for much less visible mutations. He let them have their moment, glad that there were still a few good humans left in the world. He flew off to recruit another mutant in this city. He had planned to approach this boy in the abandoned construction site when he witnessed the girl's mutation manifest itself, and changed his plans accordingly.

David Burnett was at his home, working out to vent his frustration. The only girl he ever wanted had scarred his face, even in his stone form the three lines on his face remained. His workouts increased the strength of his normal form, which would be amplified further in his stone form. He enjoyed the power he possessed and wanted more. When David finished his workout he walked outside, taking in the cool night air and thinking about how to get Cassie back.

Then he saw Magneto come down from the sky. David grabbed his dad's rifle and aimed it at him. The gun was ripped out of his hands and flew into the air.

"There's no need for that" Magneto said.

"What do you want?" David asked. He turned into his stone form, just in case this stranger used the stolen gun against him.

"I see you already possess control over your powers" Magneto said. "But I can help you master them."

"What's the catch?" David asked.

"All I ask is that you work for me" Magneto said. "There are others like us, and we need to be prepared to defend our kind."

"Fine, just give me a big paycheck and I'll do what you want" David demanded.

_Well that was easy_ Magneto thought. "Welcome to the Acolytes, Goliath."

**OOOOOOOOOO**

The next morning Cassie's parents called the school, claiming that Cassie had gotten sick. Michelle examined Cassie's wings, writing down the positions of the bones in case she ever injured them. During the afternoon Walter heard someone knocking on their door. With Cassie in another room Walter answered the door.

"Hello is Cassie home" a blond teen asked.

Cassie recognized the voice of an old friend. "Dad let him in please" she asked.

"Are you certain?" Walter asked.

"We can trust him" Cassie said. "Tobias trusts me."

"What about his friends?" Walter asked. He was referring to Xavier, Scott, and Jean who were waiting outside.

"We can wait out here if you only want Tobias inside" Xavier suggested.

Walter let Tobias inside and walked with him into the room Cassie was in. She showed Tobias what happened to her. "We should go flying together" Tobias suggested when he saw the wings.

"Wait, you can fly too?" Walter asked.

"I don't see any wings" Michelle said.

"Not at the moment" Tobias said. "But I can turn into a bird whenever I want to." Then he morphed into a red-tailed hawk and flew onto a table. [[See.]]

"Is there a reason you're showing us this?" Walter asked.

[[Well I go to this school for people with gifts, like Cassie has]] Tobias explained. [[There people like us can learn to control their gifts in a safe environment.]]

"And you want Cassie there?" Michelle asked.

[[Only if you all agree]] Tobias said. [[No one will force Cassie to go.]]

"What about mom and dad" Cassie said. "We really can't afford to split up now."

[[Well they could come too]] Tobias suggested. [[I'm sure the professor would appreciate the help.]]

"We wouldn't want to be a burden" Michelle said.

[[Oh you would be anything but a burden]] Tobias said. [[The institute could use some new adults to help manage everyone.]]

"We'll think about it" Walter said. "I suppose we should let your friends in now."

Tobias demorphed and brought the others inside. Michelle and Walter talked to Xavier about the existence of mutants while Cassie talked with Scott and Jean. After showing their powers Jean and Scott described the institute. They mentioned how it could get very chaotic with only three adults managing the place.

After hearing Xavier's proposal, Walter and Michelle agreed to move to the institute. They would be paid an appropriate salary and be allowed to move their wildlife rehabilitation clinic to the institute grounds. It would be useful to teach the students more about the natural world. They decided to pack everything they could into Walter's truck and would move during the weekend.

At sunset Tobias acquired an owl's DNA and morphed it. He and Cassie flew into the air, taking in the view from the air. Tobias watched Cassie's flight, glad to have his first friend back. _She seems so free in the air_ he thought. [[Have you told Rachel about this?]] he asked.

"I haven't seen her in months" Cassie said. "Her last letter mentioned this Danvers woman recruiting her for some special military organization. I haven't heard from her since."

[[Oh]] Tobias said. [[I heard there was a demon sighting at the abandoned construction site. I assume that was you flying by it?]]

"Yes" Cassie said. "I don't really blame them if they only saw a shadow or outline of me."

[[It's actually kind of cool]] Tobias admitted. [[It would make an excellent code name.]]

"You can't be serious" Cassie said.

[[Humor me]] Tobias said. [[I think Demona sounds awesome.]]


	20. Adjusting

Chapter 19: Adjusting

After agreeing to come to the institute, Cassie and her parents started packing their belongings. A neighbor offered to buy the house from them to help make moving easier. On a Friday they left California for New York. Two days and one shortcut that will never be mentioned again later they arrived in New York.

As Walter's truck pulled into the institute's driveway Cassie spotted Xavier, Storm, and Logan waiting at the front door. Xavier introduced them to Cassie, Walter, and Michelle before going inside. The X-Men were inside and welcomed the Mazas to the institute. Then the New Mutants were introduced. For a moment Cassie thought she saw her old crush Jake in the crowd, but it was only Bobby. The last person to be introduced was Ax, who made Cassie's appearance look relatively normal.

"This keeps getting weirder and weirder" Walter mentioned.

With the introductions out of the way Storm provided a tour of the institute. She was glad to finally have some help managing the students, and enjoyed Michelle's company. The Mazas objected when they saw the Danger Room, but Storm told them it had safeguards to prevent injuries. After the tour Storm showed a suitable spot on the grounds to locate their wildlife rehabilitation clinic.

Tobias showed Cassie her new room in the institute. She would have to share it with Rahne, but Cassie didn't mind. She was fascinated by Rahne's ability to become a wolf, a common animal Cassie helped treat at the clinic.

Once everyone was settled in Xavier had a gift for Cassie. He gave her a holowatch like Kurt and Ax had, which in Cassie's case made her appear to be wearing a long jacket. As long as Cassie had her wings draped around her shoulders and kept her tail down the hologram hid them. The hologram also gave her high heels to hide her talons and her hands appeared normal except for the ring and pinky fingers being stuck together.

In the evening Logan prepared a simple Danger Room session for Cassie. She would have to fly from one end of the Danger Room to the other while dodging various obstacles. Cassie was wearing a New Mutant uniform with holes for her wings and tail. The gloves and boots were missing, since they didn't fit Cassie.

Twenty feet above the floor Cassie jumped of the wall. First obstacle was a descending ceiling, which she flew below. Then there were cannonballs being telekinetically moved by Jean. Cassie dodged a few but had to block some with her claws, tearing them apart with ease. Finally there was a wall with several holes to fly through. Cassie flew into the nearest one, which happened to be a tube that led straight to the floor and she crashed.

"_Wrong way Wings"_ Logan said through an intercom. _"You need to pay more attention to where you're going."_

The next day Cassie got to attend Bayville High. Since Vice-Principal Chapman used to work at Cassie's old school he recognized her name and let the transfer happen immediately. With his own daughter Melissa moving to Bayville in a few weeks Chapman wanted to let her keep one of her old friends.

During classes Cassie made a few new friends, one of which was Amanda Sefton. Cassie could tell Amanda was interested in Kurt, but too shy to admit it. There was also a girl named Taylor, who would glance at Tobias during classes. Cassie also liked the new chemistry teacher Hank McCoy. He seemed like a fun person to be around.

During a free period Cassie watched the track team tryouts. She watched Scott and Duncan competing with each other, until Duncan shoved Scott off the track. Scott's glassed had fallen off, and Cassie walked over to give them back to him.

"Thanks" Scott said.

"No problem" Cassie said. "Is there something going on between you two?"

"Duncan's just a jerk" Scott said. "I have no idea why Jean dates him."

Then Cassie noticed Jean holding her head, as if she had a massive migraine. "Speaking of Jean, she doesn't look very well."

Jean had been about to throw a javelin when she started hearing the thoughts of everyone nearby. It was too much for her and she fell to her knees, trying to keep it under control. The javelin she was going to throw lifted into the air and shot away from her. It was about to hit the students at the track when Lance made an earthquake to knock everyone down and out of harms way.

Then several cannonballs in the field were lifted around Jean and thrown in different directions. Cassie caught two that headed for her and Scott discreetly fired an eyebeam at others. Scott ran to Jean's side and she passed out in his arms.

Scott and Cassie brought Jean back to the institute, where Xavier told them to take her into the infirmary. Jean was placed onto a metal table and objects in the room started to circle around Jean. Even unconscious Jean's mind wasn't under control. Xavier entered Jeans mind to help, but was forced out by her growing power.

Jean's power exploded from her, throwing Xavier back and damaging the walls of the infirmary. She telekinetically lifted into the air and debris revolved around her, preventing anyone from getting near. Logan and Scott got Xavier out of there and reached the other X-Men waiting in the hallway.

"What's going on?" Tobias asked.

"Jean's powers are growing too fast for her to control" Xavier said. "Her mind is in chaos."

[[Is there any way to help her?]] Ax asked.

"Maybe I can drain some of that power away from Jean" Rogue suggested. "Enough to let someone get through to her."

"It may be too much for you" Xavier said.

[[If it is then Tobias and I can acquire Jean's DNA to weaken her power further]] Ax suggested.

"Very well" Xavier said.

The X-Men ran back towards the infirmary, finding that several rooms next to it and the floors above had been demolished in the wake of Jean's power. Debris in the way was destroyed with eyebeams, spikes, metal claws, and a tail blade. Kurt teleported with Rogue to the metal table beneath Jean, where they were both lifted into the air. Rogue managed to grab Jean's arm for a few seconds with her bare hand before losing her grip. Enough power was drained to slow down the debris moving around Jean, allowing Tobias and Ax to reach her.

Tobias and Ax touched Jean's arm at the same time and took her DNA. The process weakened her enough to drop all of the debris, but she remained in the air. Scott tried to talk to Jean, but found her talking through Rogue. He got Jean to focus on him, and her mind calmed letting her fall onto the metal table. With the ordeal over Xavier helped Jean manage her growing power.


	21. Boom Boom

Chapter 20: Boom-Boom

After a week of settling in, Cassie was ready to start exercises with the other New Mutants. In the morning they simulated a rescue mission, with Kurt as the injured victim. Cassie was teamed up with Tabitha, whom she did not get along with. She reminded Cassie of Rachel, only with a more psychopathic side.

During the exercise Cassie had to find the victim and guide Tabitha down with the stretcher. Cassie flew down the side of the cliff by the institute, and found Kurt with some rocks covering his legs. She landed on the cliff side with her claws digging into the rock. Cassie easily removed the rocks on Kurt with her talons and then signaled Tabitha to bring the stretcher down.

However Tabitha didn't hear Cassie. She was too busy listening to her music, which prompted Logan to make her move. With the other New Mutants lowering the stretcher Tabitha came down on it. She wasn't taking the exercise seriously and shook it around. When Tabitha reached Kurt's level she casually pushed him into the stretcher with her foot.

"Okay, get the 'victim' topside" Cassie said.

As the stretcher was pulled up Cassie climbed up the cliff. While moving up Kurt rolled out of the stretcher and then teleported back into it, docking ten points from Tabitha's score. Then Tabitha started to play around, tossing bombs randomly onto the cliff.

"Hey some people are trying to climb here" Cassie yelled. Then a bomb hit the rocks between Cassie's hands, breaking them apart. She lost her grip and had to fly off the cliff.

Then the stretcher hit the cliff, and Kurt's head hit the rocks. He was out cold and fell off the stretcher. Kurt almost hit the water when Cassie dove down and caught him in the air. Cassie turned around and flew back to the cliff and grabbed the rock. With a disaster averted Logan climbed down and brought Kurt back to the institute.

When all of the New Mutants were back inside Xavier lectured Tabitha about following the rules. He grounded her for two weeks as a punishment. She was also forbidden from using her powers, and had to do various chores around the institute. After that Xavier dismissed everyone and sent them to school.

While at school Tabitha ignored the punishment, using her powers to blow open a random locker. Then she took one of Kurt's textbooks and ran towards her next class. In the hallway she ran into someone she never wanted to see again, her dad.

"Dad, what are you doing here?" Tabitha asked.

"It's taken me two long months, but I've finally found you" Mr. Smith said.

"Leave me alone" Tabitha demanded.

"I just want to talk" he said.

"I've heard it before" Tabitha said.

"I mean it this time" he said. "I've gotten help, I've changed. We can be a family again."

"Prove it" Tabitha demanded.

"I joined this organization" he said. "They helped me with my creditor issues, and I'm grateful for it."

"Yea, right" Tabitha said.

"I understand if you don't trust me" he said. "Just hear me out. The Sharing is sponsoring the school carnival tonight. Check it out, and we can go from there."

Tabitha looked into her dad's eyes, and he almost appeared sincere. But for a moment his left eyebrow twitched, as if it were trying to tell her something. "Fine, I'll go" she said.

After school Tabitha talked with Xavier about her dad. While he didn't trust Mr. Smith he realized that his intentions could be genuine. He allowed Tabitha to go, provided she stayed with someone else from the institute. So Tabitha convinced Kurt to go with her.

At the carnival Tabitha and Kurt met Mr. Smith at the front gate. He introduced them to several people from The Sharing, including Vice-Principal Chapman. These people seemed nice, and wanted Tabitha to join. But something seemed off to Kurt, as if these people were merely putting on a show.

_What I wouldn't give to be a telepath right now_ Kurt thought. "So what's next?" he asked.

"Let's see…" Mr. Smith said. "There's someone you might know." He pointed to a large teenager eating a large hotdog.

"Blob?" Kurt questioned. "He's in The Sharing?"

"Hey Fred, how've you been?" Mr. Smith asked.

"Great" Fred said. "I'm really excited for tomorrow."

"What's going on tomorrow?" Tabitha asked.

"Fred is being given the honor of entering the inner circle of The Sharing" Mr. Smith explained.

"I can't wait" Fred said. Then he left to hang out with Lance.

Mr. Smith took Tabitha and Kurt on a few rides, and then bumped into Tobias and Cassie. Mr. Smith needed to check on something and left the two teens with their friends. Kurt discreetly followed Mr. Smith, who walked into the school. Kurt found it suspicious that Mr. Smith had a key to the building, which was supposed to be closed for the evening.

Inside the school Kurt followed Mr. Smith to a janitor's closet. He saw Mr. Smith enter the closet and not come out after ten minutes of waiting. Growing more suspicious Kurt opened the closet door, and found it empty. _I wish Kitty were here_ Kurt thought as he wondered what to do next. There had to be a secret door, and a passage behind it. But without knowing how much space was behind it teleporting to the other side could get him killed.

To get around that problem Kurt grabbed the back wall of the closet and then teleported into the school hallway. His teleporting took the back wall of the closet with him, which fell to the floor. Kurt walked back into the closet, and found a stairway leading down. _This better not be what I think it is_ Kurt thought as he walked down the stairs.

Kurt heard the sounds of construction equipment coming from the bottom, and faint screams as well. At the bottom he found a small cavern, about the size of the school property. It was being enlarged by machinery, slowly carving away the rock. At the other end was a small pool, with a narrow barrier between it and a larger depression being carved into the floor to enlarge the pool later. There were rows of cages being set up near the pool, with a handful of them occupied by people trying to get out.

When he saw a reptilian creature walk by Kurt realized this had to be a Yeerk facility. And since Mr. Smith had come down here he must be a Controller. From there it didn't take a genius to realize that The Sharing had to be a front for the Yeerks, used to recruit willing hosts. Kurt ran back up the stairs, teleporting every few feet for a faster pace.

Back in the school Kurt teleported outside it and ran back to the carnival. He found Tabitha, Tobias, and Cassie and convinced them to head back to the institute. When they arrived Kurt found Xavier and described what he had found under the school. Realizing the severity of the situation Xavier informed the X-Men, and then forbade the New Mutants from joining The Sharing.

Tabitha didn't understand Xavier's decision. When he refused to explain it Tabitha left the institute, fed up with all the arbitrary rules. The institute had never felt right for her anyway, and left despite Kurt asking her to stay. But instead of going to The Sharing like her dad wanted, she went to the Brotherhood instead. That place had no rules at all, as long as they didn't destroy the house.


	22. Schemes Within Schemes

Chapter 21: Schemes Within Schemes

Early on Friday morning, Xavier received an urgent call from Nick Fury. The Juggernaut's prison cell was malfunctioning, and he needed Xavier to keep his brother telepathically sedated so the cell could be repaired. He needed to leave immediately, and with Storm visiting family in Africa and Logan on the road somewhere he left Mr. and Mrs. Maza in charge of the institute.

At school that day Risty Wilde asked Kitty if there were any parties going on during the weekend. There weren't any, but then Kitty got the idea to throw their own party at the institute. When she told her friends about the idea Rogue shot it down, saying that Cassie's parents would never allow it. To get around that problem Tobias made several anonymous reports of injured animals around Bayville, whom the DNR* reported to the Mazas as the local wildlife veterinarians. These false reports lured the Mazas away from the institute for the evening.

There was also the problem of Scott and Jean, who wouldn't support throwing a party. For this problem Kitty told Scott that Jean wanted to meet him at the cliffs overlooking the city, and Kurt told Jean that Scott wanted to see him there. When both of them were at the cliffs Kurt teleported Kitty there, who then phased the spark plug out of Scott's car and took Jean's cell phone.

With the adults and responsible teens out of the way the party was ready to begin. Ax attended in his human morph, and avoided the snack table. He didn't understand dancing, but tried it with Jubilee. He found the experience confusing, but enjoyable.

During the party no one noticed Risty heading deeper into the mansion with Webber Torgue, who preferred the nickname Arcade. In one of the hallways Arcade noticed an elevator, and used it to reach the lower floors of the institute. From there they stumbled across the door to Cerebro, and Arcade wanted to get inside.

When he found the door locked, Arcade took out a handheld computer and plugged it into the door's computer lock. "You can hack security codes?" Risty asked.

"It's a computer, they're all the same" Arcade said. Then he started hacking the door and ran into Ax's encryptions. "Woah, whoever did this is really good" he said. He worked on the door for ten minutes, using every trick he knew of and finally cracked the code. When the door opened Arcade was amazed at Cerebro, claiming it was the most awesome thing he had ever seen.

Arcade sat down at Cerebro's controls and started hacking them. The encryptions here were even better, and it took Arcade half an hour to get in. "Man this code is out of this world" Arcade said when he finally cracked it. In the computer he found the files of the X-Men and New Mutants, whom Arcade assumed to be game characters.

However there was one character file he couldn't access, simply labeled AX. That file had encryptions that made the previous ones look like a simple substitution cipher, and would take Arcade all night to break it. Risty asked Arcade to download all of the character files, but he had to leave the inaccessible file alone. With a disk containing the files Risty left the room, and Arcade started to play the 'game'.

When Risty was outside the room Arcade's 'game face' switched to a much more serious tone. Risty had never suspected his ulterior motive for coming here. Arcade was a Controller, host to Eamon 110 who was ordered to infiltrate the institute. The Yeerks knew about Xavier's mutants and needed to know what defenses they possessed before taking them for hosts.

What he found didn't make sense. He had expected tech that was cutting edge by human standards, but found tech far beyond that. It was roughly equal to Yeerk tech, and would require a significant force to overcome, a force that would be impossible to hide from the public. Taking the institute's mutants would have to wait until after mutants were exposed to the world, when they could blame any collateral damage on inevitable anti-mutant riots.

So for now he downloaded as much information that would fit on a disk and pocketed it. This would certainly give Eamon a promotion when he reported it to Visser Four. He might even receive a Sub-Visser rank and be given a better host body. Looking through the character files Eamon picked Tobias as the most valuable host, since his shapeshifting power was suspiciously similar to the Andalites' most prized morphing technology.

While looking through more files Eamon was unaware of a background program running in Cerebro. It logged which files were being accessed and calculated the possible intentions. After two unauthorized downloads and suspicious activity the program shut down Cerebro. Eamon realized he had to leave now or risk being discovered.

Eamon walked back to the party and resumed his charade as Arcade. He didn't see Risty anywhere and figured she left with that disk. No one seemed to notice that either of them had been gone, so he called a cab and left. His actions weren't discovered until after Xavier returned from dealing with The Juggernaut.

Xavier had been suspicious when he realized the malfunctioning cell had to be a result of sabotage. Someone had wanted to get him away from the institute, and he realized that the party that was thrown had been used to access the mansion. He checked Cerebro and found it locked by a security program Ax created not long ago. After entering a password Xavier checked the system logs, and found that the student's profiles and defense schematics had been downloaded to disks.

The students' identities and secrecy of their powers had been compromised, as well as the defenses to the institute. Xavier showed Ax the security breach, and recognized the techniques used to hack his encryptions. A Yeerk had managed to get inside the institute, and that the defenses would have to be upgraded again in case Controllers showed up to seize the students. Xavier grounded the X-Men responsible for the party, since they should have known better than to invite possible Controllers to the mansion.

No one considered the possibility that someone other than a Controller had gotten inside. Mystique had posed as Risty and left with her disk unsuspected by Xavier. But she was completely unaware that the Yeerks had used her plan to fulfill their own.

_A/N: *DNR = Department of Natural Resources. As a Minnesota native, I have no idea of New York has it, or if its standard for all 50 states. I'm assuming it or some equivalent exists in New York._


	23. Beast Mode

Chapter 22: Beast Mode

In chemistry class Tobias and Cassie were enjoying the teacher's demonstrations. Mr. McCoy was showing the volatility of alkaline metals, which provided decent entertainment in the classroom. When he was going to make another demonstration McCoy suffered a spasm, and he wrecked some of the glass containers. He told the students to read the next chapter while he left the classroom. The students figures McCoy would be fine, and started talking about the rumored masked vigilante in New York City.

Unknown to the students, Hank McCoy was a mutant. He had suppressed his mutation with a serum he developed years ago. But his body had adapted to it and the serum became less effective over time, and now it was barely working at all. Hank feared the Beast inside, and it was trying to get out. He knew he needed help, so after school ended he left to visit his old friend Charles Xavier.

However Xavier couldn't help him. The beast was a part of McCoy and couldn't be telepathically removed without causing irreparable damage to the rest of his mind. Xavier recommended that McCoy stop teaching until he has the beast under control. But McCoy was simply too tired to fight the beast on his own.

With few options remaining McCoy called an associate of his in New York. While he and this doctor had never seen eye to eye, he was the only person with the skills to help. McCoy took a bus to New York and then a cab to a warehouse district. His associate did some 'unorthodox' practices and kept his best projects hidden there.

When McCoy arrived a security guard let him inside the building. After walking through a few metal corridors McCoy took an elevator to the bottom levels. It looked like Frankenstein's lab, only clean and organized. McCoy's associate was at the other end of the room, examining blood samples. He was a pale man, but in good shape for his age.

"Thanks for taking the time to see me, Dr. Essex" McCoy said.

"Well you asked nicely, how could I refuse?" Essex said. "I was just about to wrap up a project for another client anyway."

"What are you working on this time?" McCoy asked.

"Something that could change the world" Essex said. "But that can wait. I trust you brought your notes on that serum you've been using?"

"Here" McCoy said, handing over a flash drive. "Everything is on there."

"Then let's get to work" Essex said.

For two hours Essex examined McCoy's notes, making adjustments to the formula. He also took a blood sample from McCoy and examined that as well. He determined that the serum had built up in McCoy's blood over time, and that his body wouldn't accept anymore to suppress the mutation. A new serum would have to be developed to continue suppressing the beast.

While Essex worked on the serum McCoy examined the contents of the lab. Most of the contents were typical genetics research, blood samples, hair, fingernails, and so on. Then he spotted what looked like a blade made out of bone, and at one end of it were smaller bones stripped of flesh. The blade was held inside a glass jar, with liquid inside keeping the blade suspended inside.

"What's this?" McCoy asked.

"A side project" Essex said. "I had to put it on hold to work on more important matters, which is a shame because I liked that one."

When Essex finished the new serum he gave a sample of it to McCoy. It was designed for his mutation and could only be tested on him, or not at all. As a safety precaution McCoy went to a separate room and drank the serum there. This was a wise decision, because the serum didn't suppress McCoy's mutation, but accelerated it.

McCoy's body changed into a muscular, blue furred Beast. From behind a safety door Essex smiled. He knew this would happen, and wanted to see what the Beast was capable of. Essex pressed a button on a computer to open a different door from the room the Beast was in, allowing it to escape with the animal instincts in control. Then Essex activated a surveillance drone to follow Beast and record his actions.

The Beast ran through a metal corridor, which led to an abandoned section of the warehouse district. It was a suitable place to observe the Beast without gathering media attention. It was also a known route of a certain pest to one of Essex's clients, which would be a suitable test of Beast's combat ability.

In the warehouse district Beast began a rampage through it. Essex watched as the Beast destroyed everything in its path, documenting its strength and agility. He noted that the Beast could be useful, if it could be controlled. At the moment it was moving in a random path, not knowing where it was or where it needed to be.

When the Beast wandered towards a large fence it started to tear it open. When it moved through the hole it made its foot suddenly stuck to the ground. Beast looked down and found its foot covered in some kind of web.

"Hey Sasquatch, aren't you a little far from home?"

The Beast looked for the new voice, and found a person in red and blue standing on the side of a wall. He had a web design on the costume with big eyes on the mask. Essex recognized him as the infamous Spiderman. In response to the new threat Beast ripped the web of his foot and leaped. But the new person jumped out of the way just in time, and Beast only hit the wall.

"Where's a Beauty when you need one."

When the Beast jumped at Spiderman again he dodged and then fired webbing at the Beast. The webs stuck the Beast to a metal crate, but it tore through the webs and rushed at Spiderman. He avoided the Beast's attacks and then punched the Beast in the face. In response the Beast brought down both arms on Spiderman, slamming him into the ground. Then the Beast attempted to stomp with his foot, but Spiderman rolled out of the way.

Spiderman grabbed a small metal crate and threw it at the Beast, the impact disorienting it. Then Spiderman kicked the Beast to a wall, and then leapt away. As the Beast recovered Spiderman fired far more webbing than before, enough to coat the Beast in half a foot of it and leaving only his head exposed. Beast struggled against the webbing, but was stuck and could only roar in rage.

Spiderman was about to leave and tip off the police when a thick fog appeared out of thin air. Then he heard a helicopter approach and land nearby. In the fog he heard several people climb out of the helicopter, and then saw them walk through the fog towards him. Among them was a bald man in a wheelchair, who moved directly for the Beast.

Cerebro had detected McCoy's mutation suddenly activating, and when Xavier saw that he was in New York he had to help his friend before someone got hurt. But he hadn't expected someone else to pacify McCoy before he could get there with the X-Men. As much as he would like to speak with the young man he had to attend to McCoy first. Xavier telepathically reached into McCoy and helped his friend bring the Beast under control.

The X-Men were surprised to actually see proof that Spiderman existed, and wanted to ask him some questions. However Spiderman had left the scene after he saw Xavier begin to tend to McCoy, and was web-slinging away from the warehouse district. He was still new at the superhero thing and figured the new guys were professionals. They certainly looked like an official team. So Spiderman went home, resumed his other identity as Peter Parker, and got some sleep.

The next morning McCoy woke up at the institute. While his mind had recovered his body was still that of a beast. The last thing he remembered was taking that serum. _Should have known Essex would screw that up_ he thought as he walked out of the infirmary. Outside he found Xavier, and discussed the implications of his transformation.

Going back to Bayville High wasn't an option. Even with a holowatch to hide his appearance the risk of the beast's instincts taking over again was too high. As an alternative Xavier offered McCoy a job at the institute to teach the students, which he accepted. With that agreement Xavier reintroduced McCoy to the students.

McCoy knew most of the students from the high school, but there were a few that were new. Amara , Rahne, and Ray didn't attend school, and Jamie went to a middle school. Then he got to meet Cassie's parents, who seemed unusually comfortable with McCoy's appearance. He found out why when he was introduced to Ax, who had been talking with Kurt.

"Well at least I'm not the only one here with blue fur" McCoy said.

[[Indeed]] Ax said.

"Ya" Kurt said, turning off his holowatch. "We should make our own Blue Man Group."


	24. Status Report

_A/N: There's nothing I can really do regarding the episode "Adrift" so I'm doing something else that occurs during that same time frame. So here's something from the Yeerk's perspective._

Chapter 23: Status Report

In the primary Yeerk base, Visser Four was reviewing progress reports from the secondary base being constructed in New York. He had to give a status report to the Council of Thirteen later today, and wanted the most up to date information available. Earth was vital to the war effort, and the Council had ordered Visser Four to oversee its takeover.

While Visser Four had gladly taken the reassignment, in hindsight he wished he had stayed in the Leera campaign, which had been given to Visser Six. When he took the assignment the human race appeared to be the perfect race for infestation, excellent bodies, huge numbers, and weak enough to take. But their status as a Class 5 race had recently come into question, as the humans were more powerful than they appeared. It made him wish Visser Three was still in charge of the Earth campaign.

Visser Three's personal Blade Ship had crashed somewhere on this planet during the battle in orbit. He hadn't been heard from since, and there were Yeerks that believed he had died. No one would actually say it though, because that would guarantee decapitation if Visser Three did survive. Since Visser Three was the only Yeerk with an Andalite host, Visser Four believed that he was still alive in one form or another. He gave an order that anyone who found Visser Three would be guaranteed a mutant host body.

The mutations some humans possessed made them extremely valuable hosts. Visser Four himself had taken a mutant for a host, John Berryman who possessed the ability to absorb energy and release it in various forms. Visser Four used this power to produce Kandrona rays, which allowed him to remain in his host and didn't need to feed in a proper pool. John would have been a perfect host, except for the fact that he would not shut up. He mentally recited Henry the V over and over, only stopping whenever Visser Four used a sedative to put the body to sleep. It was maddening enough to make him wish the Battle of Agincourt never existed, just to get rid of that play.

As much as Visser Four wanted a better host, Berryman was the best mutant available. The other mutants infested consisted of cosmetic changes or merely above average physical abilities. The mutants with supernatural powers had a habit of avoiding The Sharing, wanting to keep their powers from being discovered by the regular humans in the organization. These mutants couldn't be taken by force either, since their powers would be used and reveal their existence to the public.

Visser Four had given explicit instructions to maintain the veil of secrecy regarding mutants. If they were revealed it would make the public more suspicious of everyone, making infiltration more difficult. While it was inevitable for mutants to revealed, they could at least delay it. There were Yeerks inside anti-mutant organizations and slowing them down, like this 'Sentinel' project.

Now that was some technology Visser Four didn't expect to find on this backwater planet. His spies had limited information, but it appeared to be some kind of robotics technology that would be very effective against the Andalite homeworld. If he could seize it and mass produce an army of machines it could earn him a seat on the Council of Thirteen.

However that ambition had to wait. Visser Four had to expand operations slowly, because one organization appeared to be watching what he was doing. S.H.I.E.L.D. kept blocking most of The Sharing's attempts to expand into new areas. It almost seemed like they knew about the invasion, since all the Yeerks that were sent to infiltrate S.H.I.E.L.D. could never get useful information. They caught one spy from S.H.I.E.L.D. in The Sharing not long ago, but the spy had been trained in resisting telepaths, and was able to suppress his memories to prevent the Yeerk from viewing them.

Despite all the bad news, there was some good for him. Visser Four's subordinates actually liked him, despite John's attempts to drive him insane. He was certainly safer to work with than Visser Three, who had made a habit out of decapitating subordinates for trivial reasons. There was a rumor that he once killed a subordinate for closing a door too slowly. At least Visser Four managed to provide a safe working environment, keeping Yeerk morale up.

Another piece of good news was that a Yeerk had finally gotten inside the Xavier Institute. Although the Yeerk had failed to take one of its mutants for a host it managed to obtain information regarding its defenses. That information would be critical for when they would eventually take those mutants by force. He had rewarded the Yeerk responsible with a promotion to Sub-Visser 92 and transferred a mutant host to him, one with telescopic vision.

After reviewing all of his information Visser Four gave his report to the Council of Thirteen. He downplayed the setbacks and made it appear that the invasion was going well. He reported over fifty thousand Controllers in the primary invasion area and over one thousand in the secondary area. The invasion controlled most of the state government on the west coast and the local government on the east coast. Visser Four stated that they should have control over the federal government within a year, but he didn't mention that was a best case scenario. Overall the Council was pleased with the report, and allowed Visser Four to continue as he saw fit.

Just when Visser Four was relieved that he didn't screw up the report, there was an explosion inside the base. Someone had blown open one of the entrances, and security was already on the scene. Visser Four observed through a video feed, and when the dust from the explosion settled there was a human in a red and black costume standing in the rubble. The human unholstered two M-16s and opened fire in the base, indiscriminately killing Controllers.

"Shooting monsters _never_ gets old" the human said. Then he took out a few grenades, pulled their pins and threw them into the Yeerk Pool. After they exploded the human yelled "Nothing Like Dynamite Fishing!"

Controllers nearby fired their Dracon Beams at the human, which destroyed his M-16s and severely wounded him. But then his wounds regenerated, leaving only holes in his costume. "You guys have _phasers_? Sweet!" Then he pulled out two automatic handguns and fired on the Controllers with Dracon Beams. Then he grabbed two of the Dracon Beams, fired them, and then yelled "Beam Me Up Scotty!"

Visser Four realized that if this human wasn't dealt with now he could jeopardize everything. He walked to a roof of the building he was in and took out his Dracon Beam. But instead of firing it at the human, he fired it into his own arm. His host's mutant power absorbed the beam, building a charge of energy inside his arm. When his arm couldn't hold any more energy he aimed at the human below and fired the energy at it. The blast hit the human in the chest, sending across the base and leaving an imprint in the floor. Security moved in to apprehend the human before it could regenerate and threw it into the most secure cell in the base.

When the human regained consciousness Visser Four had a Yeerk infest him. But then something very strange happened. The Yeerk in the human's head started babbling about walls being broken, and then the Yeerk was rendered insane. The same thing happened with two other Yeerks that tried to infest the human, so Visser Four had to resort to other interrogating methods.

He decided to talk to the human personally. "What is your name?"

"Well I have many names. Wade Wilson, Deadpool, Merc with the Mouth, that guy that isn't Deathstroke or Slade, though I did cosplay as both of them at one point or another."

"Enough!" Visser Four yelled. "Who sent you?"

"I'm sorry, that hasn't been revealed yet" Deadpool said. "Could be S.H.I.E.L.D., could be H.Y.D.R.A., could be A.I.M., or someone completely different. As long as I get paid I don't really care."

"So you're an assassin?" Visser Four asked.

"Yup!" Deadpool said. "I'm really good at killing people. Innocent? Guilty? Doesn't matter if the price is right. I'm sure I've killed plenty of people that deserved it, but I'm certain I've killed plenty of innocent people along the way."

"Interesting" Visser Four said. "I could make it worth your while to stay quiet about this, and do a job for me every so often."

"Works for me" Deapool said. "Besides I have no idea where the plot's going anyway."

"Say again?" Visser Four said.

"Well I would be looking through what the author has pre-written, but he's barely ahead of where we are at this point" Deadpool said.

"You're insane" Visser Four said.

"Everyone says that, and their _right_!" Deadpool said. "Hey, can you get me some chimichangas?"

"What in the world is a chimichanga?" Visser Four asked.

"Never mind" Deadpool said. "Besides I think the chapter is over anyway."

_A/N: I hope I got Deadpool's personality right. My experience with him comes mostly from ItsJustSomeRandomGuy's videos. So if I got it wrong... oh crap_

_*BANG*_

_D/N: And boom goes the dynamite. Deadpool: WINS! Now if you people reading this want to see more of me, review and tell Megs here how he screwed up._


	25. Angels and Demons

Chapter 24: Angels and Demons

Christmas time had arrived, and the institute was in a very festive mood. Many of the students were exchanging gifts early, since most of them would be leaving to spend the holidays with their families. Ax had gotten into the holiday spirit, getting odd presents for everyone. They mostly consisted of various soap opera tapes and random items from infomercials, and people wondered who gave him the money to pay for them. While Ax's hearts were in the right place, it still showed how little he understood about human culture.

For the holiday only Xavier, McCoy, Tobias, Rogue, Ax, and the Mazas remained at the institute. For once Ax stayed indoors, since he didn't like the snow outside. How humans tolerated those conditions was beyond him. His scoop had been buried in the snow, so he had to enjoy his television inside the institute. On the news was a report of an angel sighting in New York City, which caught Xavier's attention.

Cerebro had been offline for security upgrades, and Xavier reasoned that the angel would have been detected if Cerebro was online. Rogue volunteered to go look for the angel, since she was bored in the institute. In Scott's convertible Rogue, Tobias, Cassie, and Ax in human morph drove to New York, which was about an hour away. When they arrived in the city they talked to everyone that had been saved by the angel recently, but didn't get any leads on where he might be.

After running from a crazy man with an 'Angels Are Among Us' sign, they stopped at a café for supper. Ax kept his taste under control, only complementing the food instead of freaking out over it. He still got strange looks from people, but they dismissed him as a tourist. From other tables they heard people talking about the angel, and some wondered if he was for real.

"That hit the spot" Tobias said.

"Now if only we could find the angel" Cassie said.

"At least we got out of the institute for a while" Rogue said.

"True" Ax said. "These people seem to truly believe this angel is really divine."

"I suppose you don't believe in them" Rogue asked.

"Well there's only three species of birds where I'm from" Ax said. "So the idea of winged beings never developed at my home."

"Do you believe in anything?" Tobias asked. "Any god or deity you worship?"

"I wouldn't use those terms, but we have something similar" Ax said. "We have The Ellimist, and the ancient legends suggest that he became a member of our race to learn humility. Modern scientists claim that he exists in dimensions we can't comprehend, and used our form to experience mortal life. The Ellimist is supposed to possess unfathomable power, but only interferes in lesser races when they are in danger of extinction."

"Is religion common out there?" Cassie asked.

Ax nodded. "The Leerans worship a god called Cha-Ma-Mib. The Hork-Bajir used to worship Father Deep and Mother Sky, before their race fell. The Kree refuse to accept the existence of any deity, claiming to have mathematically proven they don't exist. But since they haven't shared that proof no one accepts their claim. It's a common practice to respect the beliefs of other species, and some races like the Anati approve the idea that each world has its own god. The Skrit Na believe all the different gods and deities play Pai Sho together every other century."

"That sounds strange, yet kind of funny" Rogue said.

"Yea" Tobias said. "I wonder if they also play poker?"

"That would be fun to see" Cassie said. "I better pay the tab."

As Cassie paid the waitress two new people walked into the café. One was a boy with brown hair carrying a camera and the other was a red headed girl. They happened to be talking about the latest angel sighting at the Brooklyn Bridge.

"People actually saw him this time" the boy said.

"Then go get a picture of him Peter" the girl said.

"And let the Bugle ruin his reputation?" the boy said. "I'm not making that mistake again MJ."

"Excuse me" Cassie said. "Where was the angel seen?"

"He saved a family at the Brooklyn Bridge" the girl said. "We were going to try and find them after a cup of coffee here."

"Where would they be?" Cassie asked.

"Should be at the hospital" the boy said. "I suppose you're looking for the angel too?"

"Isn't everyone?" Cassie said.

"Point taken" the boy said.

With a new lead Cassie informed the others and they left for the hospital. The doctors informed them that the parents of the injured girl had left to pray at a church. While wondering which church to go to Rogue saw a blond man in a doctor's coat walk by. As the man walked down a hallway a feather fell out of the coat.

"It's him" Rogue said.

The man ran from Rogue, not wanting to be caught. Rogue and the others chased after the man, but he was just as fast as they were. The man ditched his coat, revealing his feathery wings. Then he opened a large window and jumped out, taking to the air. Cassie jumped out after him, turning off her holowatch and flying on her leathery wings. She followed the angel, relaying her position to the others with a communicator.

Tobias, Rogue, and Ax moved quickly, running out of the hospital towards the convertible. At the hospital's front doors Tobias bumped into the couple from the café. After a quick apology they got into the car and drove off.

"Hey MJ, you go on ahead" Peter said. "I'll catch up."

"You better come back this time" MJ said.

In the air Angel flew for the church. He didn't realize he was being followed, not expecting anyone else to be able to fly like he could. When he landed on the church's roof he was surprised to hear someone else land before he could get inside. He turned and saw Cassie standing there, surprised that he wasn't the only person with wings.

_And people call me an angel_ he thought. "Who are you?" he asked.

"Cassie" she said. "And I just want to talk. What's your name?"

"Warren" he answered. "Are there others like us? With wings?"

"Well not with wings" Cassie said. "But there are plenty of people with gifts."

"What do you mean?" Warren asked.

"She is referring to mutants" a new voice said.

Cassie and Warren turned towards the voice, and saw Magneto hovering over the roof. He had been following Angel throughout the day, waiting for the right moment to approach him. But with the girl here the X-Men would not be far behind.

"What are you doing here?" Cassie asked.

"The same reason you are" Magneto said. "To help Warren, and you as well Cassie. My offer to you from before still stands."

"I'll pass" Cassie said.

"Very well, what about you Warren" Magneto said. "There are others like us that I want you to meet."

"Some sort of club for weirdoes and freaks?" Warren said. "I don't think so."

Warren was about to fly away when Magneto pulled up the metal from the roof. A sheet of metal folded around Warren, preventing the use of his wings. Cassie moved to free him, but Magneto repeated his move on her as well. When she started clawing through the metal Magneto summoned more to keep her restrained.

"What is this?" Warren demanded.

"This could have been easy" Magneto said. "Regrettably, you've chosen to make it hard."

With his prize secured Magneto lifted himself and both mutants into the air. But as he turned to leave a small ball of webbing hit his face. He quickly removed it and saw a man in a red and blue costume standing at the edge of the church's roof.

"I'm pretty sure kidnapping angels is a hell sentence" the newcomer said.

"Stay out of this meta-human" Magneto said.

"Hey, that's Friendly Neighborhood Spiderman to you" he said.

Magneto pulled more metal from the roof and threw it at Spiderman. He sensed it coming and jumped out of the way. Spiderman fired twin weblines at Magneto, who pulled up the metal roof to block it. Then Spiderman used the two weblines as a slingshot to propel himself at Magneto. The metal moved to intercept Spiderman, but he grabbed onto the moving metal, spun to the other side, and threw himself forward. With a lucky kick Spiderman hit Magneto's chest, knocking him off the roof and down to the church's parking lot.

Spiderman's momentum had taken him off the roof as well. He quickly fired a webline and swung back up to the roof. He found Warren and Cassie stuck inside the metal that now rested on the roof. He used his enhanced strength to pull apart the metal around Cassie, and together they freed Warren.

"Thank you" Warren said.

"Save the thanks for later, it's never over this quickly" Spiderman said.

Then everyone heard cars being thrown in the parking lot. They moved to the edge of the roof and saw Tobias, Rogue, and Ax evading Magneto's attacks on the ground. Cassie and Warren flew off the roof and tackled Magneto in the air, bringing him to the ground. Magneto forced them off him, but not fast enough to prevent Rogue from running in and grabbing Magneto's face with her bare hand. Rogue only got a small amount of power before being forced away by Magneto.

Weakened and outnumbered, Magneto decided to cut his losses. He flew away and over the city, but Rogue flew after him using Magneto's power. Warren and Cassie followed behind her. Tobias and Ax quickly morphed birds and took off. Spiderman followed on his weblines, with no idea what he was getting himself into.

Magneto knew he was being followed, and pulled radiators off roofs to block Rogue's path. She used magnetism to push them out of her way, but the effort slowed her down. Warren and Cassie flew ahead of Rogue, closing in on Magneto. He flew past the Chrysler Building and ripped off one of its eagles, throwing it at his pursuers. It struck Cassie and she fell, forcing Warren to fly down and catch her.

Rogue caught up with Magneto, who pushed her away, overpowering her magnetism with his own. She tumbled backward in the air until she hit a building with a large SE logo on it. Magneto pulled the logo off the building and threw it down, taking Rogue with it. As she fell Spiderman swung in and caught her, then webslinged to a roof where Warren took Cassie to recover.

Tobias and Ax landed behind a radiator on the roof and demorphed, with Ax quickly morphing human again. They were only able to follow and watch, since birds could have been easily killed by Magneto. With everyone safe and accounted for they walked towards Warren and Spiderman.

"Thanks for the help" Tobias said.

"No problem" Spiderman said. "So who was that guy?"

"Magneto believes mutants should replace regular mutants" Tobias explained. "Speaking of mutants, how in the world did we not notice you before? We should have noticed your X-Gene activating."

"X-Gene?" Spiderman wondered. "My powers come from a genetically altered spider bite."

"You're joking" Ax said.

"For once, nope" Spiderman said.

_What have the Yeerks gotten us into?_ Ax wondered. "Well this certainly complicates matters" Ax said. "People with mutations but no X-Gene are going to be difficult to find."

"Why are you seeking out mutants anyway?" Warren asked.

"Well people aren't ready to know about us" Cassie said. "If one mutant draws too much attention it could reveal all of us."

"So you two should both stay under the radar for a while" Tobias said.

"I'm not giving up being Spiderman" he said. "Since I'm not a mutant I can just tell the truth about my powers being an accident."

"Just keep it low-key, please" Tobias asked.

"Ok" Spiderman said. Then he fired a webline and swung away.

"I suppose you want me to go with you" Warren asked.

"Only if you're ready" Cassie said.

"I'll think about it" Warren said. Then he flew away to check on the girl at the hospital.

"Do you think he'll join us?" Rogue asked.

"No" Tobias replied. "I think he just wants to be left alone right now."


End file.
